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2023 Supreme(Online)(NCLT) 1739
NATIONAL COMPANY LAW TRIBUNAL
Rohit Kapoor, Balraj Joshi, JJ
M/S. SAMPURNA TIE-UP PRIVATE LIMITED VS
CAA 929/KB/2020 | CAA 70/KB/2021
For the Appellants/Petitioners:Mr. Patita Paban Bishwal, Advocate
For the Respondents: Mr. Harihara Sahoo, Joint Director
The court sanctioned the scheme of amalgamation, confirming that statutory requirements were met and that the transfer of assets and liabilities is binding on the involved companies under the Companies Act, 2013.
Headnote:(A) Companies Act, 2013 - Sections 230 and 232 - Sanction of Scheme of Amalgamation - Petition for amalgamation of multiple Transferor Companies with Transferee Company, reflecting unanimous Board approval, compliance with legal formalities, and absence of pending proceedings against the Petitioner Companies - This Court grants approval based on completion of statutory requirements and alignment with public interest. (Paras 10, 11)
(B) Corporate structure and compliance - Amalgamation serves to reduce multiplicity of entities, streamline operations, and enhance business efficiencies, protecting interests of shareholders and stakeholders. (Paras 3(b), 4)
(C) Financial compliance and disclosures - Petitioner Companies committed to rectify disclosures in financial statements, emphasizing technical nature of violations under Companies Act, ensuring no substantial prejudice. (Paras 8, 9)
(D) Responsibilities post-amalgamation - Transferee Company inherits debts, liabilities, and responsibilities of Transferor Companies, preserving all necessary records and complying with provisions of the Companies Act. (Paras 10(f), 10(h))
| Table of Content |
|---|
| 1. filing under companies act for amalgamation. (Para 2) |
| 2. approval of the scheme by board of directors. (Para 3) |
| 3. justifications and benefits of the amalgamation. (Para 4 , 5 , 6) |
| 4. acknowledgment of rd representations. (Para 7) |
| 5. final order and directives regarding post-amalgamation compliance. (Para 10 , 13) |
ORDER
Per: Balraj Joshi, Member (Technical)
1. This Court is convened through hybrid mode.
2. The instant petition has been filed under Section 230 (6), read with Section 232 (3) of the Companies Act, 2013 (“Act”), for sanction of the Scheme of Amalgamation of M/S SAMPURNA TIE-UP PRIVATE LIMITED (hereinafter referred to as the “Transferor Company No. 1”) And M/S CLARITY DEALCOM PRIVATE LIMITED (hereinafter referred to as the “Transferor Company No. 2”) And M/S CAREFULL VINCOM PRIVATE LIMITED (hereinafter referred to as the “Transferor Company No. 3”) And M/S ACTIVE BARTER PRIVATE LIMITED (hereinafter referred to as the “Transferor Company No. 4”) And M/S SAGAR MERCANTILES PRIVATE LIMITED (hereinafter referred to as the “Transferor Company No. 5”) And M/S EAGLE EYE DEALCOMM PRIVATE LIMITED (hereinafter referred to as the “Transferor Company No. 6”) With M/S SAIRAM BUSINESS PRIVATE LIMITED (hereinafter referred to as the “Transferee Company”)whereby and whereunder the Transferor Companies are proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 1st day of April, 2019 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 Petitioner submits as follows:
(a) The Scheme was approved unanimously by the respective Board of Directors of the Transferor Company and the Transferee Company at the meetings held on 4th September, 2019. (Page 455 – 461 in Annexure A- 16)
(b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:-
i. The proposed amalgamation of the Transferor Company with the Transferee Company in accordance with the Scheme would enable the Amalgamating Companies to realize benefits of greater synergies between their business and avail of the financial resources as well as the managerial, technical, distribution and marketing resources of each other in the interest of maximizing the shareholders’ and stakeholders’ value;
ii. The proposed amalgamation shall ensure a streamlined group structure by reducing the number of legal entities in the group structure which will significantly reduce multiplicity of legal and regulatory compliance requirements and costs and will enhance the business oversight and eliminate duplicative communication and co- ordination efforts across multiple entities;
iii. Realization of benefits of greater synergies and economies of scale for the businesses of the Transferee Company, yielding beneficial results and pooling and optimal utilization of financial resources as well as managerial, technical, distribution and marketing resources of each other in the interest of maximizing value to their shareholders and other stakeholders. It will further enable greater efficiency in cash management and unfettered access to cash flow generated by the combined businesses, which can be deployed more efficiently for better debt management;
iv. Simplification of management structure, better administration and reduction in administrative and operational costs over a period of time, standardization and simplification of business processes, better utilization of common facilities, sharing of best practices and cross functional learning, the elimination of duplication and multiplicity of compliance requirements and rationalization of administrative expenses;
v. The proposed amalgamation also aims to enable better tax planning at a combined level and also assist in leveraging resources of the overall downstream combined entity;
vi. The amalgamation shall aid in reducing time and efforts for consolid
