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2024 Supreme(Online)(NCLT) 214
NATIONAL COMPANY LAW TRIBUNAL
SHRI MANNI SANKARIAH SHANMUGA SUNDARAM, DR. SANJEEV RANJAN, JJ
PRIYANKA INFRAHOMES PRIVATE LIMITED VS
C.P.(CAA) - 80/2023
For the Petitioner:MADAN KUMAR MAROTI
The Tribunal sanctioned the amalgamation scheme under the Companies Act, affirming that it serves the interests of all stakeholders and complies with statutory requirements.
Headnote:(A) Companies Act, 2013 - Sections 230-232 - Scheme of Amalgamation - Joint petition filed by two companies for amalgamation under the Companies Act, 2013 - The Tribunal sanctioned the scheme, confirming the appointed date as 01.04.2021, and directed compliance with statutory requirements. (Paras 1, 18, 20)
(B) Amalgamation - Benefits of amalgamation include consolidation of business, economy of scale, and enhanced profitability - The Tribunal noted that the amalgamation would not prejudice the interests of shareholders or creditors. (Paras 5, 12, 17)
Facts of the case:
The petition was filed by two private limited companies seeking approval for a scheme of amalgamation, with no objections raised by creditors or regulatory authorities. The appointed date for the amalgamation was set as 01.04.2021. (Paras 1, 6, 12)
Findings of Court:
The Tribunal found that the scheme was in the interest of all parties involved and complied with statutory requirements, allowing the amalgamation to proceed. (Paras 17, 18)
Issues: The main issues included the justification for the appointed date and the financial viability of the companies involved. (Paras 10, 11)
Ratio Decidendi: The Tribunal emphasized that it would not interfere with the commercial decisions of the companies as approved by their shareholders, affirming the importance of statutory compliance in the amalgamation process. (Paras 16, 18)
Result: The petition stands allowed on the above terms.
PER: MANNI SANKARIAH SHANMUGA SUNDARAM, MEMBER (JUDICIAL)
1. This petition has been jointly filed by the petitioner companies herein namely M/s Sanmati Tradex Private Limited (hereinafter referred to as Transferor Company No. 4), and M/s Priyanka Infrahomes Private Limited (hereinafter referred to as Transferee Company), jointly under sections 230-232 of Companies Act, 2013 , and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the “SCHEME”) proposed between the applicants.
2. The Transferee Company/Petitioner Company No. 1 i.e., M/s Priyanka Infrahomes Private Limited is a private limited company which was incorporated on 18.08.2005, under the provisions of the Companies Act, 1956 bearing CIN: U22219DL2005PTC139773, having its registered office at 28/36, Old Rajinder Nagar, New Delhi-110060. The Authorized Share Capital of the Transferee Company/Applicant Company No. 1 is Rs. 50,00,000/- divided into 5,00,000 Equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of Transferee Company is Rs. 44,73,750/- divided into 4,47,375 Equity Shares of Rs. 10/- each.
3. The Transferor Company No. 4/Petitioner Company No. 2 i.e., M/s Sanmati Tradex Private Limited is a private limited company which was incorporated on 22.02.2010, under the provisions of the Companies Act, 1956 bearing CIN: U51909DL2010PTC199396, having its registered office at 28/36, Old Rajinder Nagar, New Delhi-110060. The Authorized Share Capital of the Transferor Company No. 4/Applicant Company No. 2 is Rs. 50,00,000/- divided into 5,00,000 Equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of Transferor Company No. 4/Petitioner Company No. 2 is Rs. 10,41,000/- divided into 1,04,100 Equity Shares of Rs. 10/- each.
4. The Scheme of Amalgamation also involves M/s Bhootnath Business Limited, M/s Influx Infraprojects Private Limited, M/s Kanakmay Tradelink Limited, M/s Sanmati Tradex Private Limited, M/s Sanwaraseth Mercantile Limited, M/s Shivaangan Merchandise Private Limited all of whose Registered Offices are situated in Kolkata falling within jurisdiction of the National Company Law Tribunal, Kolkata Bench and are non-applicant companies before this Bench.
5. The proposed scheme of amalgamation of the Petitioner Companies i.e., Transferor Companies with and into the Transferee Company would have the following benefits: -i. Apart from pursuing its main objects, the Transferee Company and all of the Transferor Companies have made deployment of its funds in various investible instruments. The business of the Transferor Companies and the Transferee Company can be combined/adjusted and carried forward conveniently with combined strength.
- ii. The amalgamation will enable the Transferee Company to consolidate its line of business by restructuring and re-organizing its business activities and Capital Structure.
- iii. The amalgamation will enable the amalgamated company to broad base their business activities under the roof of the Transferee Company.
- iv. The amalgamation will result in economy of scale including reduction in overhead expenses relating to management and administration in better and more productive utilization of various resources.
- v. The business of the Transferor Companies can be conveniently and advantageously combined together and in general with the business of the Transferee Company concerned and will be carried on more economically and profitably under the said scheme.
- vi. The said scheme of amalgamation will enable the establishment of a larger company with larger resources and a larger capital base enabling further development of the business of the company concerned. The said scheme will also enable the undertakings and business of the said applicant company to obtain greater facilities possessed and enjoyed by one large company compared with a nu
