Waiver of the procedural requirement under Section 230-232 of the Companies Act, 2013 in case of Merger/Amalgamation of Companies proposed in the Resolution plan approved u/s 31 of IBC – SLD Steels Pvt. Ltd. – NCLT Bengaluru Bench
The contention of the Successful Resolution Applicant is that since the Resolution Plan contained the proposal of the Merger also, it should be deemed to have been approved without following procedural requirements provided u/s 230-232 of the Companies Act, 2013.
NCLT Bengaluru Bench referred the decision of the Hon’ble NCLAT in the case of Synergies Dooray Automotive Ltd. & Ors. [2018] ibclaw.in 102 NCLAT, held that it was nowhere decided that the procedure prescribed u/s 230-232 of the Companies Act, 2013 have to be ignored/waived; and by merely filing a Merger proposal along with the Resolution Plan, the Merger per se should be deemed to have been approved; in case the Resolution Plan is approved. Hon’ble NCLAT held that Merger/Amalgamation of Companies can be proposed in the Resolution plan; but no finding was given regarding the Waiver of the procedural requirement under relevant provisions i.e. u/s. 230-232 of the Companies Act, 2013.