1998 (2) TMI 453 - HC - Companies Law

Summary

Issues:
Petition under section 394 of the Companies Act, 1956 for amalgamation sanction.

Detailed Analysis:

1. Petition for Amalgamation: Abhishek Industrial Corpn. Ltd. filed a petition under section 394 of the Companies Act, 1956 for the Court's sanction for the scheme of amalgamation with Trident Info-Tech Corpn. Ltd.

2. Notice and Publication: Notice of the petition was issued to the Regional Director, Northern Region, Department of Company Affairs, and Official Liquidator, with directions for publication in newspapers and Government Gazette.

3. Scheme Details: The petition outlined that the transferor-company, Abhishek Industrial Corpn. Ltd., with a nominal capital of Rs. 5 crores, is to be merged into Trident Info-Tech Corpn. Ltd. The scheme aimed at achieving economies of scale, reducing overheads, and benefiting shareholders by combining resources and expertise.

4. Affidavits: The Regional Director and Official Liquidator filed affidavits expressing no objection to the scheme, stating it was in the interest of investors and public interest.

5. Meetings and Reports: Meetings were conducted for both companies, and reports confirmed approval of the scheme by creditors. The Chairman and Co-Chairman were appointed to oversee the meetings as per court orders.

6. Legal Scrutiny: The Court emphasized its duty to scrutinize amalgamation schemes to ensure compliance with legal requirements and protect public interest, citing relevant case law.

7. Sanction of Scheme: All reports and authorities confirmed the scheme's compliance with legal requirements and public interest. With no opposition, the Court sanctioned the scheme of amalgamation, effective from a specified date.

8. Publication: The Court ordered the publication of the scheme's sanction in specified newspapers and directed no costs to be awarded.

This comprehensive analysis provides an overview of the legal judgment involving the sanction of an amalgamation scheme under the Companies Act, 1956, detailing the process, compliance with legal requirements, and the Court's decision to approve the scheme in the absence of any legal impediments.