2000 (3) TMI 925 - HC - Companies Law

Summary

Issues:
1. Approval of the scheme of amalgamation between two companies.
2. Transfer of property, rights, and powers from transferor-company to transferee-company.
3. Transfer of liabilities and duties from transferor-company to transferee-company.
4. Continuation of pending proceedings by or against the transferor-company.
5. Allotment of shares in the transferee-company to entitled members of the transferor-company.
6. Dissolution of the transferor-company and registration process.

Analysis:
1. The High Court of Allahabad, after considering the petition and relevant documents, approved the scheme of amalgamation between the petitioner-company and Gangeshwar Limited. The scheme was approved by a majority of equity shareholders, and no objections were received. The court declared the scheme binding on all members of both companies.

2. The court ordered the transfer of all property, rights, and powers of the transferor-company to the transferee-company without further act or deed. This transfer was to be done in accordance with Section 394(2) of the Companies Act, 1956, ensuring the vesting of all estate and interest in the transferee-company, subject to existing charges.

3. All liabilities and duties of the transferor-company were directed to be transferred to the transferee-company without the need for additional formalities. This transfer was also mandated under Section 394(2) of the Companies Act, 1956, making the liabilities and duties of the transferor-company now the responsibility of the transferee-company.

4. The court ruled that all ongoing legal proceedings involving the transferor-company should be continued by or against the transferee-company. This provision ensured the seamless continuation of legal actions without disruption due to the amalgamation process.

5. The transferee-company was instructed to allot shares to entitled members of the transferor-company as per the approved Scheme of Amalgamation. This allotment process was to be completed without the need for further applications, streamlining the transition for shareholders of both companies.

6. Within 30 days of the court order, the transferor-company was required to deliver a certified copy of the order to the Registrar of Companies for registration. Upon registration, the transferor-company would be dissolved, and all relevant documents would be consolidated and filed accordingly. Interested parties were granted the liberty to seek necessary directions from the court in this matter, ensuring transparency and compliance with legal procedures.