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Issues:
Application under sections 391 to 394 of the Companies Act, 1956 for Scheme of Amalgamation between two companies, compliance with legal formalities, views of Transferee company and its shareholders, enabling provisions in Memorandum and Articles of Association, protection of employees' interests, dissolution of Transferor Company without winding up, reliance on previous court decisions. Comprehensive Analysis: 1. The application under sections 391 to 394 of the Companies Act, 1956 sought an order for the Scheme of Amalgamation between the Transferor Company and the Transferee Company, along with their respective shareholders, to bind all shareholders and creditors and order the dissolution of the Transferor Company without winding up. 2. Legal formalities under sections 391 to 394 of the Companies Act, 1956 were duly complied with, including holding meetings and filing applications after framing the Scheme of Amalgamation. 3. The report filed by the Regional Director highlighted that the application was filed only by the Transferor Company, raising concerns about the views of the Transferee company and its shareholders and creditors regarding the Scheme. 4. An issue was raised regarding the lack of enabling provisions in the Transferee company's Memorandum and Articles of Association to continue the business of the Transferor Company post the Scheme's effectiveness, suggesting an amendment to the Object Clause as per section 17 of the Companies Act, 1956. 5. The report acknowledged that the Scheme protected the interests of employees of the Transferor Company and provided for the dissolution of the Transferor Company without winding up upon the Scheme's effectiveness. 6. The Transferor Company argued that a single application sufficed due to its status as a wholly owned subsidiary of the Transferee Company, citing previous court orders supporting this position. 7. Reference was made to a decision by a learned Single Judge of the Bombay High Court and a judgment of the Andhra Pradesh High Court, supporting the notion that a Scheme of Amalgamation application could be permitted at the instance of the Transferor Company, even if it is a 100% subsidiary of the Transferee Company. 8. The Memorandum and Articles of Association of the Transferee Company contained provisions allowing for investments, as evidenced by the Annual Report for the year 2004-05, indicating no need for additional clauses to continue the investment activities of the Transferor Company. 9. Considering the existing provisions in the Memorandum and Articles of Association and the investment activities of the Transferee Company, the court found the application deserving of approval, ordering the Scheme of Amalgamation to be effective from a specified date, binding on all concerned parties. 10. Additionally, a direction was issued for the payment of a specified sum to the learned Additional Central Government Standing Counsel representing the Regional Director of the Ministry of Company Affairs by the Transferee Company within a stipulated timeframe.
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