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2020 (9) TMI 14 - NATIONAL COMPANY LAW TRIBUNAL — MUMBAI BENCHSanction of amalgamation scheme - sections 230 to 232 of the Companies Act, 2013 - non-submission of chairman's report, admitted copy of the petition, and the minutes of order for admission of the petition - Change of name of the transferee company and change of registered office of the transferee company consequent upon sanction of the scheme of amalgamation - compliance with section 13 of the Companies Act, 2013 - HELD THAT:- This is a scheme involving multiple jurisdictions such as the National Company Law Tribunals Benches at Chennai, Hyderabad, Bengaluru and Mumbai. Each Bench looks at the scheme as an integrated whole, rather that segregate it into parts with which the particular Bench is concerned. Therefore, the arguments of learned counsel for the petitioner/transferor company No. 2 that the accounting treatment prescribed in the scheme is a matter that the National Company Law Tribunal Bengaluru alone should be concerned with, is untenable. The scheme cannot be contrary to any law in force, and the accounting standards issued by the Institute of Chartered Accountants of India (ICAI) have the effect of law under section 133 of the Companies Act, 2013. We are also acutely conscious of the fact that ultimately, upon the scheme being sanctioned, it is the transferee-company alone that will be concerned with the accounting entries to be made, which is not within our jurisdiction. The transferee-company being within the jurisdiction of the National Company Law Tribunal, Bengaluru Bench, we do not wish to express any opinion in the matter. Change of name of the transferee company and change of registered office of the transferee company consequent upon sanction of the scheme of amalgamation - compliance with section 13 of the Companies Act, 2013 - HELD THAT:- It is now settled law that the provisions to schemes of arrangement area complete code in themselves, and the separate procedures prescribed for change of name, change of registered office, reduction of capital, etc., under other provisions of the Companies Act are not required to be followed if they are effected as part of the scheme itself. It is also settled law that approval by the members to the scheme should be treated as approval also under other provisions of the Companies Act. Of course, there may be procedures required to be followed consistent with the requirements of the MCA-21 programme, so as to ensure that the changes are effected in the registry maintained by the Registrar of Companies. The petitioner/transferor company No. 2 has undertaken to abide by all procedural compliances required in this regard. This undertaking is recorded. From the materials on record, the scheme of amalgamation appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy - Since all the requisite statutory compliances have been fulfilled, application is made absolute in terms of prayer of the petition mentioned therein. The petitioner/transferor company No. 2 shall be dissolved without winding up, upon the scheme being finally sanctioned by the jurisdictional benches of the National Company Law Tribunal. The scheme is hereby sanctioned, and the appointed date of the scheme is fixed as April 1, 2017 - petitioner/transferor company No. 2 is directed to file a copy of this order along with a copy of the scheme with the concerned Registrar of Companies, electronically in e-Form INC-28, within 30 days from the date of receipt of order duly certified by the Deputy/Assistant Registrar, of this Tribunal.
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