2001 (6) TMI 766 - HC - Companies Law

Summary

Issues: Approval of scheme of amalgamation under Companies Act, 1956

Analysis:
- The petition was filed under section 391 read with section 394 of the Companies Act, 1956 for the approval of the scheme of amalgamation.
- The scheme proposed the transfer of three companies to a transferee-company, with all transferor-companies being subsidiaries of the transferee-company.
- The High Court of Judicature at Madras had already approved the scheme subject to approval from the High Court where the petitioner-company was situated.
- Meetings of members and creditors were convened to consider and approve the scheme, and the scheme was approved by both members and creditors.
- Notices were issued to the Central Government, and no objections were received.
- The Official Liquidator also supported the scheme, stating there were no legal impediments.
- The High Court accorded its sanction to the scheme, with the transferor-company to be dissolved and amalgamated with the transferee-company.
- The petitioner-company was directed to file a certified copy of the order with the Registrar of Companies within 80 days.
- Parties involved were given liberty to apply for any necessary directions, and a fee was payable to the standing counsel for the Central Government.
- The scheme of amalgamation was made a part of the court order, and a formal order was to be drawn up by the Registry.

This detailed analysis covers the approval process, meetings held, absence of objections, support from relevant authorities, and the final sanction and directions given by the High Court regarding the scheme of amalgamation under the Companies Act, 1956.