Scheme of Amalgamation sanctioned; effective from appointed date, transferor companies dissolved without winding up, subject to statutory compliance.

Scheme of Amalgamation between multiple transferor companies and the transferee was examined for compliance with statutory merger provisions and rules; meetings of shareholders and creditors unanimously approved the scheme and the Tribunal found no unresolved adverse regulatory objections preventing sanction. The petition was allowed, the scheme sanctioned to operate from the appointed date, the transferor companies to be dissolved without winding up, and petitioners and transferee required to comply with statutory undertakings including continuation of any regulatory proceedings and preservation of tax authority rights.

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Issues: Whether the Scheme of Amalgamation between the Transferor Companies and Adani Green Energy Twenty Three Limited complies with Sections 230 and 232 of the Companies Act, 2013 and related rules and should be sanctioned with effect from the appointed date 01.10.2022.

Analysis: The Tribunal considered the statutory requirements under Sections 230 and 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the affidavits of service, the reports and representations of the Regional Director and Registrar of Companies, the Official Liquidator's representations, and the Income Tax Department's report. Meetings convened in compliance with the Tribunal's directions showed unanimous approval by equity shareholders and secured and unsecured creditors. The Tribunal noted RD/RoC observations regarding alleged proceedings under Section 204 against Transferor Company No. 7, and accepted petitioner undertakings that proceedings would continue and be complied with; the Transferee Company undertook cooperation and to comply with statutory obligations. The Tribunal found no unresolved adverse observations preventing sanction; it accepted precedent authority submissions regarding preservation of tax department rights and considered that the scheme is bona fide and in the interest of shareholders and creditors.

Conclusion: The Scheme of Amalgamation is sanctioned and the Company Petition CP (CAA)/55(AHM)2023 in CA(CAA)/48(AHM)2023 is allowed; the Scheme shall be effective from the appointed date 01.10.2022 and the Transferor Companies shall be dissolved without winding up, subject to compliance directions given by the Tribunal.

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