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Judgment
Virendra Kumar Gupta, Member (Technical)
The instant petition has been filed under Section 230(6) read with Section 232(3) of the Companies Act, 2013 ("Act") for sanction of the Scheme of Amalgamation of Sheba Traders Private Limited, abovenamed ("Transferor Company No. 1" or "Petitioner No.1") and NKS Infracon Private Limited, abovenamed ("Transferor Company No. 2" or "Petitioner No.2") with Siseo Industries Limited ("Transferee Company" or "Petitioner No.3") whereby and whereunder the Transferor Company is proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 01.10.2019 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation ("Scheme").
The Petition has now come up for final hearing. The Ld. Counsel for the Applicants submits as follows:-
a) The Scheme was approved by the respective Board of Directors of the Petitioner Companies at their meetings held on 15.11.2019.
b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:-
i. To possess a strong capital structure;
ii. Enjoy better credit facilities and ability to raise resources for modernization and expansion and thereby enhancing the net worth of the merged entity.
iii. Integration of operations, reduction of cost of operations, administration and managerial; functions;
iv. Increase of operations, reduction of cost of operations, administration and managerial functions ;
v. Increase of efficiency by pooling in resources and thus availing synergies from combined resources; and
vi. Enhancement of shareholders value.
c) The Statutory Auditors of the Petitioner Company No 1 have confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013.
d) No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioner(s).
e) The exchange ratio of shares in consideration of the Amalgamation has been fixed in the following ratio:
"The members of STPL, whose paid up share capital is 6,22,2980/- shall be allotted I equity shares of Rs. 10/- each aggregating to Rs. 62,22,980/- shall be allotted I equity shares of Rs. 10/- each held in STPL.
The members ofNKSIPL, whose paid up share capital is 22,10,000 equity shares of Rs. 10/- each aggregating to Rs. 2,21,00,000/-, shall be allotted 1 equity share of Rs. 10 each in the transferee company i.e SISCOLI, for every 19.05 shares of Rs. 10/- each held in NKSIPL."
f) The shares of the Petitioner Companies are not listed on specified stock exchanges.
g) By an order dated 04.12.2020 in Company Application (CAA) No 212/ALD/2020, this Tribunal has directed to dispense with the requirement of convening the meetings of equity shareholders, secured creditors and unsecured creditors of all the applicant companies.
h) Consequently, the Petitioners presented the instant petition for sanction of the Scheme. By an order dated 02.07.2021 the instant petition was admitted by this Tribunal and fixed for hearing on 06.08.2021 upon issuance of notices to the Statutory /Sectoral Authorities and advertisement in newspaper of date of hearing on "Hindustan" in Hindi and "Hindustan Times" in English having circulation at Allahabad. The Petitioner Companies complied with the directions and filed an affidavit of service on August 27, 2021.
i) All statutory formalities requisite for obtaining sanction of the Scheme have been duly complied with by the Petitioners. The Scheme has been made bona fide and is in the interest of all concerned.
Pursuant to the said advertisements and notices, the Regional Director (Northern Region), Ministry of Corporate Affairs, New Delhi ,Official Liquidator, Allahabad have filed their representations before this Tribunal.
The Official Liquidator has filed his report dated 09.07.2021 and at Para 18 mentioned that the Official Liquidator has no objection to the dissolution of the transferor companies without winding up pursuant to the provisions of Sec 230-232 of the Companies Act, 2013 and other applicable sections and rules there under.
The Regional Director in his report dated 26.10.2021 stated that the transferor companies and the transferee companies have filed the Balance Sheets and Annual returns up to 31.03.2020 and no prosecution has been filed and no inspection or investigation has been conducted in respect of the petitioner companies.
Heard submissions made by the Ld Counsel appearing for the Petitioners. Upon perusing the records and documents in the instant proceedings and considering the submissions, we allow the petition and make the following orders:-
a) The Scheme of Amalgamation mentioned in the Petition being Annexure"4" to the petition be and is hereby sanctioned by this Tribunal to be binding with effect from "Appointed Date", i.e., 1St October, 2019 on Shelja Traders Private Limited and NKS Infracon Private Limited with Sisco Industries Limited and their shareholders and all concerned.
b) all the property, rights and powers of the Transferor Company, including those described in the Schedule of Assets herein, be transferred from the said Appointed Date, without further act or deed, to the Transferee Company and, accordingly, the same shall pursuant to Section 232(4) of the Companies Act, 2013, be transferred to and vest in the Transferee Company for all the estate and interest of the Transferor Company therein but subject nevertheless to all charges now affecting the same, as provided in the Scheme;
c) all the debts, liabilities, duties and obligations of the Transferor Company be transferred from the said Appointed Date, without further act or deed to the Transferee Company and, accordingly, the same shall pursuant to Section 232(4) of the Companies Act, 2013, be transferred to and become the debts, liabilities, duties and obligations of the Transferee Company;
d) the employees of the Transferor Company shall be engaged by the Transferee Company, as provided in the Scheme;
e) all proceedings and/or suits and/or appeals now pending by or against the Transferor Company be continued by or against the Transferee Company, as provided in the Scheme;
0 The Transferee Company do without further application issue and allot to the shareholders of the Transferor Company, the shares in the Transferee Company to which they are entitled in terms of the Scheme;
g) leave is granted to the Petitioner(s) to file the Schedule of Assets of the Transferor Company in the form as prescribed in the Schedule of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within three weeks from the date of receiving a copy of this order;
The Petitioner(s) shall supply legible print out of the scheme and schedule of assets in acceptable form to the Registry and the Registry will append such printout, after verification, to the certified copy of the order.
Urgent certified copy of this order, if applied or, be supplied to the parties, subject to compliance with all requisite formalities.
Company Petition (CAA) No. 06 /ALD/2021 is disposed of accordingly