2019 (12) TMI 1404 - Tri - Companies Law

Approval of Scheme of Amalgamation - section 230-232 of Companies Act 2013 and other applicable provisions of the Companies Act 2013 read with Companies (Compromises Arrangements and Amalgamations) Rules 2016 - HELD THAT - Rule 33(4) of the NCLT Rules 2016 mandates that every petition or application shall be verified by an Affidavit in Form No. NCLT. 6. From the records it is seen no affidavit has been annexed along with the Application to verify the contents of the Application. This Tribunal is of the considered view that slipshod affidavits which are not consistent with the NCLT Rule 2016 should not be entertained by this Tribunal and in the circumstances since no affidavit verifying the contents has been annexed with the Application as mandated under Rule 33(4) of the NCLT Rules 2016 we are constrained to dismiss this Application. However liberty is granted to the Applicant to file a fresh Company Application after duly complying with the procedures contemplated under the NCLT Rules 2016. This Tribunal hereby directs that the Registry must henceforth strictly scrutinize all the affidavits all petitions and applications and should reject or note as defective all those which are inconsistent with the mandate of NCLT Rules 2016.

Summary

Issues:
Application for Scheme of Amalgamation under Companies Act, 2013 - Non-compliance with stamping requirements for affidavits - Non-filing of affidavit verifying application contents as per NCLT Rules, 2016.

Analysis:

Issue 1: Stamping requirements for affidavits
The joint application filed by the companies for a Scheme of Amalgamation under sections 230-232 of the Companies Act, 2013, required affidavits from shareholders and creditors. The Tribunal noted that the affidavits were filed on plain paper instead of the required Non-Judicial Stamp Paper of One Hundred Rupees as per the Tamilnadu Stamps (Amendment) Act, 2019. The Tribunal emphasized the importance of proper stamping as per the law, citing the relevant schedule and the specific stamp duty for affidavits.

Issue 2: Non-filing of affidavit verifying application contents
The Tribunal highlighted the necessity of an affidavit verifying the contents of the application as per Rule 33(4) of the NCLT Rules, 2016. It observed that the application lacked the required affidavit, which is essential for confirming the details presented. The Tribunal referred to the rule mandating the verification of petitions or applications by an affidavit in Form No. NCLT. 6. The absence of this crucial document led to the dismissal of the application.

Precedent and Conclusion:
The Tribunal referred to the case law of M/s. Sukhwinder Pal Bipan Kumar and others v. State of Punjab and others, emphasizing the importance of disclosing the source of knowledge in affidavits. Considering the non-compliance with stamping requirements and the absence of the verifying affidavit, the Tribunal dismissed the application. However, it granted liberty to the applicant to reapply after fulfilling the necessary procedures. Additionally, the Tribunal directed the Registry to rigorously scrutinize all affidavits, petitions, and applications in adherence to the NCLT Rules, 2016 to maintain procedural integrity.