The court's decision emphasized the importance of obtaining consent from all stakeholders and complying with statutory requirements for the approval of a Scheme of Merger under the Companies Act, 2013.

Headnote:
Merger - Companies Act, 2013 - The court approved the Scheme of Merger by Absorption of multiple companies with a single company under the provisions of Section 232 read with Section 230 and other applicable provisions of the Companies Act, 2013.
Fact of the Case:

The Applicant Companies sought approval for the Scheme of Merger by Absorption of multiple companies with a single company. The Board of Directors of the Applicant Companies approved the proposed Scheme, and the Appointed Date was fixed on 1st April, 2023.
Finding of the Court:

The court found that the merger aimed to create a single large unified operational entity, reduce operational and business inefficiencies, and benefit from optimal and efficient utilization of capital. The court also noted the consent of all Equity Shareholders, Preference Shareholders, Debenture holders, and Unsecured Creditors to the proposed Scheme.
Issues: The main issue was to obtain court approval for the Scheme of Merger by Absorption of multiple companies with a single company under the provisions of the Companies Act, 2013.
Ratio Decidendi: The court approved the Scheme after considering the rationale for the merger, the consent of all stakeholders, and the compliance with statutory requirements.
Final Decision: The court approved the Scheme of Merger by Absorption of multiple companies with a single company under the provisions of Section 232 read with Section 230 and other applicable provisions of the Companies Act, 2013.

ORDER

1. The Applicant Companies submits that the present Scheme is a Scheme of Merger by Absorption of Americorp Business Services Private Limited (Transferor Company 1), Asiapacific Business Services Private Limited (Transferor Company 2), Gressin Constructions Private Limited (Transferor Company 3), Jasol Investment and Trading Company Private Limited (Transferor Company 4), Joindre Finance Private Limited (Transferor Company 5), Transpacific Business Services Private Limited (Transferor Company 6), Devishree Trades Private Limited (Transferor Company 7), Etios Realty Private Limited (Transferor Company 8), Hitech Realty Private Limited (Transferor Company 9), with Montecino Constructions Private Limited (Transferee Company) and their Respective Shareholders and Creditors (the “Scheme”) under the provisions of Section 232 read with Section 230 and other applicable provisions of the Companies Act, 2013.

2. That the First Applicant Company was incorporated in the year 2002 to start and carry on the business of directly or indirectly providing business process services, study, analysis, design, development, implementation and maintenance of business systems and processes, accounting, equity research, debt research, commercial research, advisory, management, technical, media, labour, statistical, quality assurance, data processing services, services of design, development and implementation of software, services in the areas of information management, internet, computerized information systems, feasibility studies, systems analysis, online real time systems, process control, database design, operating system, websites, communications and networks, artificial intelligence, neutral networks, engineering applications and all related areas of business process outsourcing and computer technology outsourcing services in India and abroad. The main reason of merger of First Applicant Company with that of Transferee Company is that the merger will result in quicker decision making by reduction in managerial overlaps involved in operating multiple entities, enable cost savings and effective utilization of valuable resources which will enhance the management focus thereby leading to increase in operational and management efficiency;

integrate business functions;

eliminate duplication and rationalization of administrative expenses, the Second Applicant Company was incorporated in the year 2000 to carry on the business of in the business to carry on in India or elsewhere the business of directly or indirectly providing business process services, study, analysis, design, development, implementation and maintenance of business systems and processes, accounting, equity research, debt research, commercial research, advisory, management, technical, media, labour, statistical, quality assurance, data processing services, services of design, implementation of software services, services in the areas of information management, computerized information systems, feasibility studies, systems analysis, online real time systems, process control, database design, operating systems, web sites, communications and networks, artificial intelligence, neural networks, engineering applications and all related areas of business process outsourcing and computer technology outsourcing services in India and abroad. After the merger of the Second Applicant Company with that of Transferee Company, there would be lesser regulatory and legal compliance obligations including accounting, reporting requirements, tax filings, company law compliances etc.

and therefore reduction in administrative costs, the Third Applicant Company was incorporated in the year 2013 to carry on the business of real estate and infrastructure development directly or indirectly by acquiring buying, selling, constructing, developing, erecting, installing, altering, improving, renovating, replacing, managing, maintaining, constructing all types of moveable or immovable properties, includi

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2024 Supreme(Online)(NCLT) 935

The court's decision emphasized the importance of obtaining consent from all stakeholders and complying with statutory requirements for the approval of a Scheme of Merger under the Companies Act, 2013.

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