2000 (11) TMI 1138 - HC - Companies Law

Summary

Issues:
1. Sanction of Scheme of Arrangement between two companies.
2. Transfer of property, rights, powers, liabilities, and duties.
3. Continuation of pending proceedings.
4. Allotment of shares to entitled members.
5. Dissolution of the transferor company without winding up.
6. Approval of the Scheme by the Calcutta High Court for the transferee company.

Analysis:
The High Court of Allahabad, in the case concerning the Scheme of Arrangement between the transferor-company and the transferee-company, approved the Scheme as presented in the petition. The Court declared the Scheme binding on all members of both companies. It was ordered that all property, rights, powers, liabilities, and duties of the transferor-company be transferred to the transferee-company without the need for further action. Additionally, all pending proceedings involving the transferor-company would continue with the transferee-company. The transferee-company was directed to allot shares to entitled members as per the Scheme. The transferor-company was given 30 days to deliver a certified copy of the order for registration, after which it would stand dissolved without winding up. Interested parties were permitted to seek necessary directions from the Court in this matter. However, the order was contingent upon the approval of the Scheme by the Calcutta High Court for the transferee-company.

Furthermore, the Court instructed the office to prepare a formal order with modifications, incorporating the schedule of properties and attaching a copy of the sanctioned Scheme. Certified copies of the order were to be issued to the petitioner company within 45 days. The judgment highlighted the meticulous process involved in approving and implementing the Scheme of Arrangement, ensuring the seamless transfer of assets and liabilities between the two companies while safeguarding the interests of their members and complying with legal requirements.