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2025 Supreme(Online)(NCLT) 1575
NATIONAL COMPANY LAW TRIBUNAL
Harnam Singh Thakur, Member (Judicial), Ashish Verma, Member (Technical)
Pine Labs Private Limited – Appellant
Versus
Pine Labs Limited – Respondent
CP (CAA) No.43/Chd/Hry/2024
For the Petitioner Company: Ms. Munisha Gandhi, Ms. Shikha Tandon, Mr. Vaibhav Sharma, Mr. Zaid Drabu, Ms. Sejal Sethi, Ms. Salina Chalana, Mr. Shubham Mittal, Mr. Saurabh Khosla
For the Income Tax Department: Mr. Yogesh Putney
For the RD: Mr. Vineet Khatri
The court confirmed the approval of an amalgamation scheme while ensuring compliance with all statutory obligations of both the transferee and transferor companies.
Headnote:(A) Companies Act, 2013 - Sections 230-232 and 234 - Scheme of Amalgamation - A second motion petition was filed by a transferee company for sanctioning the amalgamation scheme with its transferor company - The petitioner provided assurance of compliance with statutory liabilities and responsibilities following the merger - Adverse remarks from regulatory bodies, including the Income Tax Department and Registrar of Companies, were absent. (Paras 10, 14 and 16)
(B) Regulatory Compliance - The court emphasized the necessity of ensuring compliance with all applicable laws, including those pertaining to taxation, post-amalgamation processes, and the jurisdiction of regulatory authorities, safeguarding the interests of creditors and shareholders. (Paras 10.1, 14.1)
Facts of the case:
The petitioner company sought approval for an amalgamation scheme with a foreign entity, assuring the fulfillment of legal and statutory requirements and addressing observations made by regulatory entities during the proceedings.
Findings of Court:
The scheme is sanctioned subject to compliance with statutory requirements outlined by the respective laws of India and Singapore.
Issues: The main issues revolved around the procedural adherence for amalgamation, compliance with statutory obligations and responses to regulatory observations.
Ratio Decidendi: The court maintained that all statutory dues must be addressed appropriately and that the petitioner must comply strictly with all applicable regulations post-amalgamation to avoid future liabilities.
Result: The Company Petition bearing number CP(CAA) No. 43/Chd/Hry/2024 is allowed.
| Table of Content |
|---|
| 1. petitioner filed second motion for amalgamation following first motion approval. (Para 1 , 2) |
| 2. the court's approval is conditional on compliance with various laws. (Para 10 , 11 , 12 , 13) |
| 3. the matter concludes with the court allowing the petition and disposing of it. (Para 14 , 15 , 16) |
ORDER
This is a second motion company petition filed by Pine Labs Private Limited (“Petitioner” or “Transferee Company”) seeking orders/ directions under Sections 230 -232 and 234 of the Companies Act, 2013 read with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Rule 11 of the National Company Law Tribunal Rules, 2016 , for sanction of the proposed Scheme of Arrangement (“Scheme”) between Pine Labs Limited (“Non-Applicant”/ “Transferor Company”) in Singapore with the Petitioner/ Transferee Company in India and their respective shareholders. The copy of the Scheme between the Petitioner/Transferee Company and Non-Applicant/ Transferor Company is annexed as Annexure P- 1.
2. The Petitioner Company had filed first motion application bearing CA ( CA A) No. 6/Chd/Hry/2024 before this Tribunal for seeking directions for dispensation of the requirement of convening meetings of its Secured Creditors. It is further prayed to issue directions for convening the meeting of the equity shareholders and unsecured creditors of the Applicant Company/ Transferee Company. Accordingly, the First motion application was disposed of vide order dated 12.08.2024, with directions to dispense with the meetings of Secured Creditors and further to convene the meetings of Equity Shareholders and Unsecured Creditors of all the Applicant Company for the reasons mentioned in the aforesaid orders.
3. The main objects, date of incorporation, authorized and paid-up share capital, and the rationale of the Scheme had been discussed in detail in the order dated 12.08.2024.
4. In the second motion proceedings, certain directions were issued by this Tribunal vide order dated 05.12.2024 and an affidavit for the compliance of the order was filed by Diary No. 03163/02 dated 17.01.2025. The notice of hearing was published in “Business Standard” (English, Delhi NCR Edition) and “Jansatta” (Hindi, Delhi-NCR Edition) on 13.12.2024. The original copies of the newspapers have been attached at Page 41-42 of the aforesaid affidavit. It has also been stated in the affidavit that copies of notices were served upon the (a) the Central Government through Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi (b) Registrar of Companies, Delhi and Haryana, New Delhi (c) the Official Liquidator, attached to Punjab & Haryana High Court (d) Income Tax Department through concerned Principal Chief Commissioner of Income Tax where petitioner company is accessed by mentioning PAN of the company and notice was also served to Reserve Bank of India. Copy of the notices along with original dispatch/acknowledgement receipt are attached from Page 9-40 of the aforesaid affidavit.
5. In response to the above mentioned notices which have been sent to regulators and the statutory authorities, they have furnished their replies as under:-.
5.1. Registrar of Companies (RoC)/Regional Director (RD
5.1.1. The Regional Director (hereinafter referred to as “RD”) has filed its report along with the report of the Registrar of Companies (hereinafter referred to as “RoC”) vide Diary No 03163/3 dated 04.02.2025. The RD in its Para 12 and ROC in its report dated 13.01.2025 at Para 31 has made the following observations:
5.1.2. The petitioner company vide letter dated 15.01.2025 to the RD furnished their reply/clarification to the observation raised by the Registrar of Companies wherein it was stated as below:-
a) “The definition of "Registrar of Companies" provided in Clause 1.1.24 of the Scheme inadvertently refers to "Registrar of Companies, Chandigarh". The same is an unintentional typographical error. The Transferee Company undertakes that the Registrar
