Tax Management India. Com
Law and Practice  :  Digital eBook
Research is most exciting & rewarding
  TMI - Tax Management India. Com
Follow us:
  Facebook   Twitter   Linkedin   Telegram

Home Case Index All Cases Companies Law Companies Law + Tri Companies Law - 2022 (7) TMI Tri This

  • Login
  • Summary

Forgot password       New User/ Regiser

⇒ Register to get Live Demo



 

2022 (7) TMI 244 - Tri - Companies Law


Issues:
Approval of Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013.

Detailed Analysis:

1. First Motion Application:
The Transferor and Transferee Companies filed a motion seeking directions for dispensing with the meeting of Equity Shareholders and holding meetings of Secured and Unsecured Creditors. The Tribunal issued directions for meetings, leading to the filing of the second motion petition for sanction of the Scheme of Amalgamation.

2. Rationale of the Scheme:
The Scheme aimed to reduce administrative costs, overheads, and procedural work, optimizing profitability and reducing inefficiencies. It was deemed beneficial for shareholders, creditors, employees, and the public.

3. Compliance with Tribunal's Directions:
The Petitioner Companies complied with the Tribunal's directions by serving notices to statutory authorities and publishing in specified newspapers. Responses from authorities indicated no objections to the Scheme.

4. Reports from Statutory Authorities:
The Regional Director highlighted concerns regarding the appointed date and changing the name of the Transferee Company. The Official Liquidator's report confirmed no adverse findings. The Income Tax Department did not raise objections, and other authorities remained silent.

5. Valuation Report:
The Valuation Report supported a share exchange ratio of 19.41:1, indicating equitable consideration for shareholders in the amalgamation.

6. Accounting Treatment:
The Scheme's Accounting Treatment was certified to comply with Indian Accounting Standards by the Statutory Auditors of the Petitioner Companies.

7. Tribunal's Observations:
After detailed analysis, the Tribunal found the Scheme beneficial and not detrimental to shareholders. It sanctioned the Scheme, emphasizing compliance with statutory requirements and reserving rights for future actions against any violations.

8. Tribunal's Orders:
The Tribunal ordered the transfer of assets, liabilities, and employees, setting the appointed date as April 1, 2021. It directed the name change of the Transferee Company and filing of necessary documents with the Registrar of Companies. The dissolution of the Transferor Company and consolidation of files were also specified.

9. Conclusion:
The Company Petition was allowed based on the terms outlined in the Tribunal's orders, ensuring the seamless implementation of the approved Scheme of Amalgamation.

 

 

 

 

Quick Updates:Latest Updates