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Judgment
Ch. Mohd. Sharief Tariq, J
Under consideration is the CAA- 23/ND/2019 filed under Sections 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The present petition has been filed by the Petitioner Companies named above for the purpose of the approval of the Scheme of Amalgamation, as contemplated between the Companies and its Shareholders by way of Amalgamation of Transferor Companies with the Transferee Company. As per the Scheme of Amalgamation (in short, 'Scheme', "Venture Capital Leasing Limited" "Maksad Builders Private Limited" "Maksad Holdings Private Ltd." (hereinafter referred to as 'Transferor Companies') are proposed to be merged with "Intercity Finvest Private Limited" (hereinafter referred to as 'Transferee Company') as a going concern.
The Transferor Company No. 1 Venture Capital Leasing Limited is a public company, incorporated on 14th May 1962, under the Companies Act, 1956. Its CIN is U65910DL1983PLC15274. The main object of the Transferor company No. 1 is to invest and deal with the money of the company, and in particular to subscribe for, or otherwise acquire and to hold and deal with the perpetual or redeemable debentures or debenture stock or obligations or the shares fully or partly paid or stock of any company in India.
The Transferor Company No. 2, Maksad Builders Private Limited is a private limited company, incorporated on 18th June 2011, under the Companies Act, 1956. Its CIN is U70101DL2011PTC221117. The main object of the company Transferor Company No. 2 is to carry on business as owners, builders, colonizers, developers, promoters, proprietors, lessors and to deal in all kinds of immovable properties whether belonging to company or not.
The Transferor Company No. 3, Maksad Holdings Private Limited is a Private Limited Company, incorporated on 24th August 2012, under the Companies Act, 1956. Its CIN is U67110DL2012PTC240956. The main object of the Transferor Company No. 3 is to carry on the business of dealers in shares, stocks, debentures, debenture stocks, bonds, obligations and units and securities and such other investments of all types of shares and securities.
The Transferee being a private company was incorporated on 16th May 1996, under the Companies Act, 1956. Its CIN is U65929DL1996PTC078953. The main object of the Transferee Company is to carry on the business of financing, hire, purchasing, selling, hiring or letting on hire all kinds of plants and machinery, all kinds of vehicles, all kinds of equipments, land, buildings, plots all other consumer and industrial products.
The Board of Director of the Transferee Company has approved the present Scheme vide Resolution dated 16th April 2018. The other necessary requirements nave also been fulfilled as per the Order dated 19.01.2018 passed by this Bench in CA (CAA) -127(ND)/2018.
It is submitted that the scheme will result in reduction in overheads and other expenses, reduction in administrative and procedural work, eliminate duplication of work, better and more productive utilization of various resources and will enable the undertakings concerned to affect internal economies and optimize productivity.
The Counsel appearing for the Petitioner Companies has submitted that upon Scheme becoming effective, there shall be no adverse effect on creditors and Employees, directors, key managerial persons, promoters etc., neither the key managerial personnel nor the directors of the Company have any material interest in the scheme except to the extent of their shareholding and there are no pending investigations under Section 235 to 253 of Companies Act, 1956 and sections 206 to 229 or chapter XIV or any other provision of the Companies Act, 2013 against any of the Transferor Companies.
The Regional Director, has filed the report wherein it is stated that Transferee Company is a non-banking financial company registered under Section 45-IA of the Reserve Bank of India Act, 1934. As per the affidavit filed on behalf of the Transferee Company, it is stated that the proposed scheme of amalgamation was filed with RBI on 26.4.2018, but no letter stating any requirements or objections were received from the RBI. However, in one of the communication it was stated by the RBI that the analysis of financial statements of Company for the past three years shows that the company; has not been fulfilling principal business criteria as mandated for NBFC'S and further RBI didn't give the comments on the scheme. However, during course of hearing, it is stated that the Company is carrying on the NBFC's business but did not issue the public or accepted the deposit from public.
The report of Income Tax was filed on 27.11.2019 regarding all the transferor companies and transferee company, in which no objection has been raised on the proposed Scheme of amalgamation.
The Official Liquidator (In short, 'OL') in his Report dated 08.05.2019, based on the information submitted by the Petitioner Companies is of the view 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 as per the provisions of the Companies Act, 1956/the Companies Act, 2013 whichever is applicable.
Para 17.11 of the Scheme provides that upon the scheme becoming effective the amalgamation shall be an "amalgamation in the nature of merger" as defined in the accounting standard (AS) 14 as prescribed under the companies (Accounting Standard) Rules, 2006 and shall be accounted for under the "pooling of interests" method in accordance with the said AS-14.
There is no additional requirement for any modification and the Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have been made under Sections 230 to 232 of the Companies Act, 2013.
Taking into consideration the above facts, the Company Petition is allowed and the Scheme of Amalgamation annexed with the Petition(s) hereby Sanctioned. The Scheme approved shall be binding on the Shareholders, Creditors and employees of the Companies involved in this Scheme. The Appointed date of the Scheme is 01.04.2018.
While approving the Scheme as above, it is further clarified that this Order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable, as per the relevant provisions of law or from any applicable permissions that may have to be obtained or, even compliances that may have to be made as per the mandate of law.
The Companies to the said Scheme or other person interested shall be at liberty to apply to this Bench for any direction that may be necessary with regard to the working of the said Scheme.
A certified copy of this Order shall be filed with the concerned Registrar of Companies (ROC) within 30 days of the receipt of this Order.
The Transferor Companies shall be dissolved without winding up from the date of the filing of the certified copy of this Order with the concerned Registrar of Companies.
Upon receiving the certified copy of this Order, the RoC concerned is directed to place all documents relating to the Transferor Companies with that of the Transferee Company and the files relating to the Transferor Companies shall be consolidated with the files and records of the Transferee Company.
The Order of sanction to this Scheme shall be prepared by the Registry as per the relevant format provided under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 notified on 14.12.2016
Accordingly, the Scheme stands sanctioned and CAA - 23/ND/2019 stands disposed of.