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2025 Supreme(Online)(NCLT) 354
NATIONAL COMPANY LAW TRIBUNAL
Mr. Praveen Gupta, Mr. Ashish Verma, JJ
DAYAL STEELS PRIVATE LIMITED VS
C.P.(CAA) - 17/2023
For the Petitioner:UMA VERMA
The court sanctioned the Scheme of Amalgamation under Sections 230 and 232 of the Companies Act, 2013, emphasizing compliance with statutory requirements and benefits to stakeholders.
Headnote:(A) Companies Act, 2013 - Sections 230 and 232 - Scheme of Amalgamation - Petition filed for sanction of amalgamation of two companies - The rationale for the scheme includes operational efficiencies, enhanced shareholder value, and compliance with statutory requirements - Delay in filing second motion petition condoned - No objections from stakeholders - Scheme approved and sanctioned. (Paras 1, 2, 26, 27)
(B) Compliance - The petitioner companies complied with statutory requirements and addressed observations from the Regional Director and other authorities - The amalgamation is not prejudicial to public interest. (Paras 10, 11, 12, 26)
Facts of the case:
The petitioners sought approval for the amalgamation of Dayal Steels Pvt Ltd and Alang Auto and General Engineering Company Pvt Ltd, with a delay in filing the second motion petition due to logistical issues. The scheme aims to enhance operational efficiencies and shareholder value. (Paras 1, 2, 4)
Findings of Court:
The court found that all statutory compliances were met and that the amalgamation would benefit all stakeholders involved. (Paras 26, 27)
Issues: The main issues included the rationale for the amalgamation, compliance with statutory requirements, and the delay in filing the second motion petition. (Paras 1, 4, 10)
Ratio Decidendi: The court emphasized the importance of compliance with statutory provisions and the benefits of the amalgamation scheme, stating that it is not against public policy and is in the interest of stakeholders. (Paras 26, 27)
Result: The proposed Scheme of Amalgamation stands approved and sanctioned.
ORDER
1. The present Company Petition is filed jointly by the Petitioner Companies above named under Sections 230 & 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and other applicable provisions, if any, for sanction of the Scheme of Amalgamation of Dayal Steels Pvt Ltd (“Petitioner Company No. 1” or “Transferor Company”) and Alang Auto and General Engineering Company Pvt Ltd (“Petitioner Company No. 2” or “Transferee Company”) (collectively referred to as “Petitioner Companies”).
2. The Petition has now come up for final hearing. The Ld. Counsel for the Petitioner Company submits as follows:
(i) The proposed ‘Scheme of Arrangement’ has previously been approved by the Board of Directors of Petitioner Companies in their respective Board Meetings held on 27th September, 2022.
(ii) The factual position of the Authorized, Issued, Subscribed and Paid-up Share Capital of the Demerged Company and the Resulting Company as on 31st March, 2022 is described in the present Company Petition.
(iii) The rationale of the proposed Scheme of Arrangement is elaborately described in the present Company Petition which may be summarized as under:
RATIONALE FOR THE SCHEME
The Board of Directors (defined herein) of the Transferor Company and the Transferee Company anticipate the following benefits pursuant to the amalgamation of the Transferor Company into the Transferee Company.
1. Amalgamating the Transferor Company with Transferee Company will give the consolidated Company better opportunities, better finances and adequate resource mobilization to sustain growth.
2. Strengthening and-consolidating the position of Transferee Company and enabling it pursuant to the Scheme of amalgamation/merger contemplated herein to participate more vigorously and profitably in an increasingly competitive and liberalized market.
3. Enabling better leverage of facilities infrastructure and human resources and for better administration.
4. Augmenting and strengthening core business of Transferee Company resulting in enhancement of shareholders’ value of both Transferee Company and Transferor Company.
5. The synergy of the amalgamation will Improve operational efficiencies, Integrated management functioning and will enhance the share value for the benefit of shareholders of the existing entity.
6. The amalgamation of Transferor Company with Transferee Company will result in reduction of overheads, administrative, managerial and other expenditure, and bring about operational rationalization, tax and organizational efficiency. and optimal utilization of various resources.
7. The amalgamation will result in significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out each by Transferee Company and Transferor Company and also to avoid duplication of administrative functions and eliminate multiple record-keeping.
8. The amalgamation will inure to the benefit of the respective Companies, their shareholders, creditors, employees and all concerned and will enable these companies to achieve and fulfil their objectives more efficiently and economically.
9. All the Companies have in principle formulated the present Scheme as it would augur to the benefit of all the stake holders
10. Simplification of structure by eliminating one company.
In view of the above said, the Board of Directors of the Transferor Company and the Transferee Company have considered and proposed the amalgamation of the companies mentioned above and have formulated this. Scheme of Amalgamation for the transfer and vesting of the entire undertaking (defined herein) of Transferor Company with and into the Transferee Company, pursuant to the provisions of Section 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 , to the extent applicable and in compliance with the applicable provisions of the Income Tax Act, 1961 .
3. During the hearing of this case, this tribunal
