The Tribunal approved the amalgamation scheme under the Companies Act, confirming compliance with statutory obligations while emphasizing that statutory and financial concerns attached to loss-making entities do not hinder the amalgamation process.

ORDER

1. This second motion petition has been filed on 28.04.2025 for sanction of the Scheme of Amalgamation between the Petitioner Companies, making it binding on all shareholders and creditors of the Transferor and Transferee Companies, in accordance with Section 232 of the Companies Act, 2013 .

2. Vide order dated 05.02.2025 passed in the First Motion Application bearing C.A (CAA) No. 47/BB/ 2024, the meetings of the Equity shareholders of the Petitioner Companies were dispensed with. Since the Petitioner Companies did not have any preference shareholders and secured creditors, the question of convening a meeting did not arise and the meetings of the unsecured creditors of both Petitioner Companies were convened, and report filed by Chairperson dated 14.04.2025 and the Board of directors have approved the scheme on 21.08.2024.

3. When the petition was listed on 30.05.2025, through Physical Hearing, the following directions were issued :-

“…4. In view of the above, issue notice to the authorities specified in Section 230 (5) for submitting their representation if any.

5. (a) Petitioner(s) are directed to take steps for issuance of notice to the Central Government, through the Ministry of Corporate Affairs to the Jurisdictional Regional Director(s), Ministry of Corporate Affairs. 5 (b). Notices to the Regional Director(s) to be sent on rd.ser@mca.gov.in 5 (c). Notice to the RoC to be sent on roc.bangalore@mca.gov.in. 5(d). Notice to the Official Liquidator to be sent on ol.bangalore@mca.gov.in. 5 (e). Notice to the Income Tax Authorities to be sent on bangalore.pccit@incometax.gov.in 5(f). Notice to the Statutory Regulators/Sectoral Regulators, if applicable, be issued.

6. Notice is also directed to be published in two prominently circulating national daily newspapers namely “Deccan Herald” in English Edition and “Prajavani” in Kannada Edition. In terms of Rule 7 of the Companies (Companies Arrangements and Amalgamation) Rules, 2016.

7. All the authorities on receipt of the notice, are directed to file their representation, if any, within 30 days from the date of receipt of the notice. In case, no representation is received, it will be presumed that they have no objection to the proposal.”

4. The Transferor & Transferee Companies, within the jurisdiction of this Tribunal have complied with the directions given in order date 30.05.2025.

5. The main objects, dates of Incorporation, authorized, issued and paid-up share capital, rationale of the scheme and interest of employees have already been considered during first motion proceedings. The certified true extracts of the Board Resolutions of the Petitioner Companies approving the Scheme are Annexure- K and AD respectively

6. It is stated that upon the Effective Date, the Transferor Company shall stand dissolved hence, the accounting treatment in the Scheme pertains only to the Transferee Company. A statutory auditor’s certificate in respect of the Transferor Company dated 30.08.2024 regarding the accounting treatment is annexed as Annexure-D.

7. A certificate dated 30.08.2024 issued by the statutory auditor of the Transferee Company under Sections 230 (7) and 232(3) of the Act, confirming that the accounting treatment in the Scheme complies with applicable accounting standards, is annexed as Annexure-AN

8. The audited financial statements of the Petitioner Companies as on 31.03.2023 and their unaudited/provisional financial statements as on 31.03.2024 are attached as Annexure – G, H, AA and AC respectively to the Petition.

9. The Appointed Date is to be understood as the commencement of business hours on 01.04.2023, or as may be directed