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Judgment
Dr. Deepti Mukesh, J
This joint petition has been filed by the Petitioner Companies under Sections 230 and 232 of the Companies Act, 2013 read with the Companies
(Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, for the purpose of the approval
of the Scheme of Amalgamation of Transferor Company into TransfereeCompany.
A perusal of the petition discloses that the First Motion joint application was filed before this Tribunal vide CA (CAA)-184(ND)2019 and based on
such application moved under Sections 230-232 of the Companies Act, 2013, directions were issued by this Tribunal, wherein the meetings of the
Equity Shareholders of all the Petitioner Companies and Unsecured Creditors of the Petitioner Company No.3 were dispensed whereas in absenceof
secured creditors of all the petitioner companies and unsecured creditors of the petitioner company no 1 and petitioner company no 2,the necessity of
convening andholding the meeting did not arise.
Thereafter 2nd motion petition was filed vide CAA -21 (ND)/2020 within prescribed time limit and vide order dated 31.01.2020 the Petitioners were
directed to carry out publication in the newspaper “Business Standard†(English,HindiEdition) and in addition, notices were directed to be served
on to the Regional Director (Northern Region), Ministry of Corporate Affairs, Registrar of Companies, NCT of Delhi and Haryana, the Income Tax
Department, Official Liquidator,and to the other relevant sectoral regulators.
It is seen from the records that all the Petitioners have filed an affidavit dated 03.03.2020 affirming compliance of the order passed by the tribunal
dated 31.01.2020. A perusal of the affidavit disclose that the Petitioners have affected the newspaper publication as directed in one issue of the
“Business Standard†(English,HindiEdition). Further, the Petitioners have also affirmed that the copy of petition have been duly served upon the
Registrar of Companies, Reginal Director, Northern Region and Income Tax Department, Official Liquidator, in compliance of the order and in proof
of the same acknowledgment from the respective offices have also been placed on record.
The Regional Director filed its representation dated 20.07.2020 wherein no specific objection has been raised against the approval of the scheme. It
is submitted in the report that no prosecution has been filed & no inspection or investigation has been conducted in respect of the petitioner companies.
The Official Liquidator has filed its report on 29.06.2020 wherein no specific objection has been raised against the approval of the scheme. It is
submitted in the report that the Official Liquidator has not received any complaint against the proposed scheme from any person/party interested in the
scheme in any manner and that the affairs of the transferor companies do not appear to have been conducted in a manner prejudicial to the interest of
its members or to public interest.
The Income Tax Department has filed its report on 05.06.2020 wherein no specific objection has been raised against the approval of the scheme.
As per ITBA system, no demand is outstanding and no proceedings are pending against the petitioner companies.
All the petitioner companies have affirmed that no proceedings for inspection, inquiry or investigation under the provisions of the Companies Act,
2013 or under the provisions of the Companies Act, 1956 are pending against the Petitioner Companies.
Certificates of respective statutory auditors of all the petitioner companies have been placed on record to the effect that accounting treatment
proposed in the Scheme of Amalgamation is in conformity with the accounting standard notified by the Central Government as specified under the
provisions of Section 133 of the Companies Act, 2013.
In view of the foregoing, upon considering the approval accorded by the members and creditors of all the petitioner companies to the proposed
scheme, as well as no objections filed by the regional director, northern region, the official liquidator, and the income tax department and being satisfied
in view of affidavit of undertaking filed by the transferee company, there appears to be no impediment in sanctioning the present scheme.
Consequently, sanction is hereby granted to the scheme under section 230 & 232 of the companies act, 2013. The petitioner however remain bound to
comply with the statutory requirements in accordance with law.
As a sequel, sanction is hereby granted to the scheme under section 230 & 232 of the Companies Act, 2013. The petitioner however remain 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 any of the concerned
person, director and officials of the petitioners.
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, taxes, GST, 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 DO FURTHER ORDER(S):
a) That both the transferor companies shall stand dissolved without following the process of winding up; and
b) That all the properties, rights and powers of both 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 Companies Act, 2013, be transferred to and vets in the transferee company.
c) That all the liabilities and duties of both 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 liabilities and duties of the transferee company; and
d) That all proceedings now pending by or against the transferor companies, be continued by or against the transferee company;
e) The allotment of shares will be as follows:
“The Transferee Company will issue 7.69 equity shares of Rs. 10 each, credited as fully paid up, for every 1Equity Sharesheld in Transferor
Company No. 1,
The Transferee Company will issue 0.81 Equity Shares of Rs. 10 each, credited as fully paid up, for every 1 Equity Share held in Transferor Company
No. 2.
f) That all the employees of both the transferor companies in service, on the date immediately preceding the date on which the scheme takes effect,
i.e., the effective date shall become the employees of the transferee company on such date without any break or interruption in services and upon
terms and conditions not less favorable than those subsisting in the respective transferor companies on the said date.
g) That petitioner companies 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 Company for registration and on such certified copy being so delivered all the transferor companies shall stand dissolved and the
Registrar of Company shall place all documents relating to all the transferor company registered with him on the file kept by him in relation to the
transferee company and the files relating to all the petitioner companies shall be consolidated accordingly; and
h) 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 is allowed and stands disposed of in the above terms.