2003 (3) TMI 607 - HC - Companies Law

Summary

Issues involved:
The judgment involves the sanction of a scheme of amalgamation under section 394 of the Companies Act, 1956, for three companies - a transferee company and two transferor companies.

Details of the Judgment:

1. Transferee Company Details:
The transferee company was incorporated in 1985 with its main object being the purchase and sale of various vehicles. It has a registered office in Hyderabad and a specific share capital structure.

2. Transferor Company 1 Details:
The first transferor company, incorporated in 1994, is involved in the business of leasing and hire purchase. It has a registered office in Hyderabad and a defined share capital structure.

3. Transferor Company 2 Details:
The second transferor company, incorporated in 1991, is also engaged in leasing and hire purchase activities. It has a registered office in Hyderabad and a specific share capital structure.

4. Scheme of Amalgamation:
The scheme proposes the amalgamation of the transferor companies with the transferee company to enhance business focus and operational efficiency. It includes the transfer of assets, liabilities, and employees to the transferee company.

5. Registrar's Objections:
The Registrar of Companies raised objections related to equity investment cancellation and compliance with certain provisions of the Companies Act, 1956 regarding share capital enhancement.

6. Legal Compliance:
The judgment discusses the requirements of sections 95 and 97 of the Companies Act, emphasizing the need for notifying the Registrar of changes in share capital and other relevant details.

7. Court's Decision:
Considering the resolutions passed by the companies' boards, shareholder consent, and the absence of objections, the Court sanctions the scheme with a modification related to the equity investment cancellation condition.

8. Final Order:
The Court orders the company petitions to be processed accordingly, with a certified copy of the order to be filed for registration within 30 days, as per the provisions of section 394 of the Companies Act, 1956.

This summary encapsulates the key details and decisions of the judgment regarding the scheme of amalgamation under the Companies Act, 1956.