2000 (11) TMI 1112 - HC - Companies Law

Summary

Issues:
1. Sanction of scheme of amalgamation under sections 391(2) to 394 of the Companies Act, 1956.

Analysis:
The petition filed under sections 391(2) to 394 of the Companies Act, 1956 sought sanction for a scheme of amalgamation between the transferor-company, Sita World Travel (India) Ltd., and the transferee-company, Kuoni Travel (India) Ltd. The scheme proposed the transfer of the entire undertaking of the transferor-company, including all assets and liabilities, to the transferee-company. The petition detailed the incorporation dates, registered offices, main objects, authorized capital, management structure, and financial positions of both companies. It highlighted the potential benefits of the scheme, such as economies of scale, increased productivity, integrated operations, and rationalized management structure.

The court had previously dispensed with the need for a shareholders' meeting due to the unanimous approval of the scheme by the two shareholders. However, a meeting of creditors was convened, and the scheme was unanimously approved by both secured and unsecured creditors. The court received reports from the Chairman of the creditor meetings, the Official Liquidator, and the Regional Director of the Department of Company Affairs, all of whom had no objections to the scheme. The court found that the petitioner had disclosed all material facts, including the financial position of the companies and the absence of any investigations under sections 235 to 251 of the Act. Based on this, the court granted sanction to the proposed scheme of amalgamation.

The court sanctioned the scheme, declaring it binding on all shareholders and creditors of both companies. The scheme was approved from the appointed date of 1-4-2000. The court ordered the transfer of property, rights, powers, liabilities, and duties of the transferor-company to the transferee-company. It directed the continuation of all pending proceedings by or against the transferor-company with the transferee-company. The order mandated the transferor-company to deliver a certified copy of the order to the Registrar of Companies for registration within 30 days, after which the transferor-company would be dissolved. The court granted liberty to any interested person to apply for necessary directions in the matter.