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Judgment
This Joint application has been filed by the Applicant Companies under sections 230 and 232 of the Companies Act, 2013 read with the Company
(Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of approving
the Scheme of Amalgamation, as contemplated between the Transferor Companies with Transferee Company.
All the applicant companies have their registered offices which lie within the jurisdiction of this Tribunal.
A perusal of the petition discloses that the Applicant Companies (Applicant Nos.1-2) and Transferee Company had filed the first motion application
bearing C.A. No. (CAA)141/ND/2020. The Tribunal vide its order dated 14.01.2020 had dispensed with the meetings of the equity shareholders,
secured or unsecured creditors in all of the applicant companies.
The report of the statutory auditors certifying that the Accounting Standards as required u/s 133 of the Companies Act 2013 had been adhered to is
on record. The Audited Financial Statements for the year 2018-2019 of the applicant companies have been filed.
The applicant companies are group companies belonging to the same management. The MERGER is therefore sought to be justified for the
following reasons:
a. This Scheme would result in simplified organizational structure of all companies and their businesses, thereby leading to more efficient utilization of
capital and creation of a consolidated base for future growth of the Transferee Company.
b. Consolidation of entities will facilitate most optimum reflection of the combined resources of both the Transferor Companies and Transferee
Company.
c. Consolidation of the Transferor Companies and the Transferee Company will enable regulatory/ procedural compliances being made by a single
unified company, thus resulting in significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by
the Transferor Companies and Transferee Company and also avoid duplication of administrative functions and eliminate multiple record-keeping;
d. To achieve gretater integration and greater financial strength and flexibility, to maximize overall shareholder value.
The Appointed Date of the Scheme is 1st April, 2019.
The applicant companies have now initiated the Second Motion. An affidavit discloses that the petitioners have effected publication in the daily
newspapers ""Business Standard"" in English and ""Jansatta"" in Hindi, (Delhi Edition) both dated 17.03.2020 inviting objections if any to the proposed
Scheme of Amalgamation. The affidavit further discloses that due notice of the proposed scheme had been served on the Registrar of Companies,
Regional Director, Northern Region, Income Tax Dept. and the Official Liquidator in compliance with the order of the Tribunal.
Pursuant to the Publication in the daily newspapers, for listing of the matter before this Bench, no objector has appeared before us.
Additionally, it has been deposed that no objection to the proposed Scheme has been received by the applicant companies or their counsel. The replies
of the Regional Director, NR, MCA, Report of Official Liquidator as well as the response of the IT Dept. have been placed before us.
We have heard the counsels for the petitioners and also considered the representation made by the Regional Director, Northern Region. . It is
submitted that based on the report from Registrar of Companies, no prosecution has been filed nor any inspection or investigation has been conducted
in respect of petitioner companies..
No observation has been made by the OL that the scheme would be against public policy or detrimental to the interest of the Shareholders.
The Income Tax Department has also not raised any objection to the sanction of the Scheme.
In view of the foregoing, upon considering the approval accorded by the members and creditors of all companies to the proposed Scheme, and no
objections being raised by the office of the Regional Director or the Income Tax Dept, there appears to be no impediment in granting sanction to the
Scheme. Consequently, sanction is hereby granted to the Scheme under sections 230-232 of the Companies Act, 2013. The sanctioned Scheme of
amalgamation shall be binding on the Transferor and the Transferee Companies and on all their respective shareholders and creditors. The Petitioners
shall also be bound to comply with the statutory requirements in accordance with law.
Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction
granted by this court to the scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons,
directors and officials of both the petitioner companies.
While approving the Scheme as above, we further clarify that this order should not be construed as an order in any way granting exemption from
payment of stamp duty, Statutory dues or any other charges, if any, and payment in accordance with law or in respect to any permission/ compliance
with any other requirement which may be specifically required under any law.
This tribunal cloth further order that upon scheme of Amalgamation by way of Merger coming into effect;
a. That Transferor Companies shall stand dissolved without being wound up.
b. That the entire business, properties and assets of the Transferor companies, be transferred without further act or deed to the Transferee company
and accordingly the same shall, pursuant to section 232 of the Act, be transferred to and vest in the Transferee company, but subject nevertheless to
all charges now affecting the same;
c. That all the assets and liabilities including Income Tax and all other Statutory dues, if any, of the Transferor companies, be transferred without
further act or deed to the Transferee company and accordingly the same shall pursuant to section 232 of the Act, be transferred to and become the
liability and duty of the transferee company;
d. All employees of the Transferor Companies in service on the effective date shall become the employees of the Transferee Company on and from
such date without any break or interruption in service and upon terms and conditions not less favorable than those subsidiary with the Transferor
Company on that date.
e. That all proceedings now pending by or against the transferor companies, be continued by or against the transferee company;
That petitioners shall within thirty days of the date of the receipt of this order cause a certified copy of this order to be delivered to the registrar of
Companies for registration and on such certified copy being so delivered, the transferor companies shall be dissolved and the Registrar of Companies
shall place all documents relating to the transferor company and registered with them and shall consolidate the files of the companies, is accordingly
duly approved and sanctioned in terms of the above.
That any person interested shall be at liberty to apply to the Tribunal in the above matter for any directions that may be necessary.
The petition stands disposed of in the above terms. Let copy of the order be served to the parties.