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2024 Supreme(Online)(NCLT) 1761
NATIONAL COMPANY LAW TRIBUNAL
Smt. Bidisha Banerjee, Member (Judicial), Shri D. Arvind, Member (Technical)
ARISTOCRAT DISTRIBUTORS PRIVATE LIMITED – Appellant
Versus
RIDHI SIDHI PRATISTHAN PRIVATE LIMITED – Respondent
C.P. (CAA) No.- 1505/KB/2019 | C.A. (CAA) No. 679/KB/2019
For the Petitioner: Ms. Manju Bhuteria, Mr. Rajiv Kr. Chaudhury, Mr. Debanjan Saha
For RD(ER): Mr. Sudhir Kapoor
The court sanctioned the Scheme of Amalgamation under the Companies Act, emphasizing compliance with statutory requirements and operational efficiency.
Headnote:(A) Companies Act, 2013 - Sections 230(6) and 232(3) - Scheme of Amalgamation - Petitioners sought approval for amalgamation which was sanctioned by the Tribunal - The scheme is beneficial as it simplifies business structure, enhances efficiencies, and meets statutory obligations. (Paras 2 and 6)
(B) Compliance - The Petitioners complied with all statutory requirements including filing correct financial statements and obtaining necessary approvals from statutory authorities. (Paras 4 and 5)
Facts of the case:
The instant petition was filed for sanctioning the amalgamation of several companies for operational efficiency. The Petitioners confirmed compliance with all necessary legal obligations under the Companies Act, including financial reporting.
Findings of Court:
The Tribunal sanctioned the amalgamation, finding it beneficial for the companies and their stakeholders, and ordered registration with the Registrar of Companies.
Issues: The main issues were whether the amalgamation scheme was in compliance with legal requirements and beneficial for the companies involved.
Ratio Decidendi: The court found that the amalgamation serves the purpose of operational efficiency and regulatory compliance, meriting approval.
Result: The Scheme of Amalgamation was sanctioned and ordered to be registered.
| Table of Content |
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| 1. facts regarding the amalgamation and compliance by the companies. (Para 2 , 3) |
| 2. the court found the amalgamation beneficial and compliant with statutory requirements. (Para 6) |
ORDER
Per: Bidisha Banerjee, Member (Judicial)
1. This Court is convened through hybrid mode.
2. The instant petition has been filed under Section 230 read with Section 232 of the Companies Act, 2013 (“Act”) for sanction of the Scheme of Amalgamation of Aristocrat Distributors Private Limited, being the Applicant No.1 above named ("Transferor Company No 1" or “Applicant No.1”), Ridhi - Sidhi Pratisthan Private Limited, being the Applicant No.2 above named ("Transferor Company No. 2" or “Applicant No.2”), Riya Oil Industries Private Limited, being the Applicant No.3 above named ("Transferor Company No. 3" or “Applicant No.3”), Shivdarbar Marketing Private Limited, being the Applicant No.4 above named ("Transferor Company No. 4" or “Applicant No.4”),with Sargam Lefins Private Limited, being the Applicant No.5 above named ("Transferee Company" or “Applicant No. 5”) whereby and whereunder the Transferor Company is proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 01.04.2023 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”).
3. The Petition has now come up for final hearing. Counsel for the Petitioners submits as follows:-
(a) The Scheme was approved unanimously by the respective Board of Directors of the Petitioner Nos.1 to 5 at their meetings held on 01.02.2019.
(b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:-
i. To Combine the businesses for better performance;
ii. Simplified group and business structure;
iii. Elimination of multiplicity of companies leading to synergies in operation, achieving efficiencies and economies of scale and reduction in operational cost, overheads, administrative and other expenditures; and
iv. Enable regulatory/procedural compliances being made by a single unified company, thus resulting in cost saving and saving in fees/ duties which were otherwise being required to be paid separately by each of the two companies for making various statutory and regulatory compliances and for such other purposes.
(c) The Statutory Auditors of the Petitioner Nos.1 to 5 have by their certificates dated 31st March, 2022 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 on a fair and reasonable basis and on the basis of the Report given by the Chartered Accountant.
(f) The shares of the Petitioner Nos.1 to 5 are not listed on the any stock exchanges.
(g) By an order dated 19.06.2019, in Company Application (CAA) No.679/KB/2019, this Tribunal made the following directions with regard to meeting(s) of creditors under Section 230 (1) [read with Section 232 (1) of the Act]:-
Meetings dispensed: Meetings of the Equity Shareholders of the Applicant No.1, Meetings of the Equity Shareholders and Unsecured Creditors of the Applicant No.2, Meetings of the Equity Shareholders and Unsecured Creditors of the Applicant No.3, are dispensed with under Section 230 (1) read with Section 232 (1) of the Act.
(h) Consequently, the Petitioner(s) presented the instant petition for sanction of the Scheme.
By an order dated 26th September, 2019 the instant petition was admitted by this Tribunal and fixed for hearing on 27th November, 2019 upon issuance of notices to the Statutory / Sectoral Authorities and advertisement of date of hearing. In compliance with the said order dated 29th November, 2021, the Petitioner(s) have duly served such notices on the Official Liquidator, Ministry of Corporate Affairs,
