2008 (3) TMI 473 - HC - Companies Law

Amalgamation - Held that - There is no legal impediment to sanction of the Scheme of Amalgamation which is annexed to the petition. Consequently, sanction is hereby granted to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. The transferee company will comply with the statutory requirements in accordance with law. Certified copies of this order be filed with the Registrar of Companies within five weeks.

Summary

Issues:
Petition seeking sanction of Scheme of Amalgamation under sections 391-394 of the Companies Act, 1956.

Analysis:
1. Incorporation Details:
- The petition involves the merger of two transferor companies and a transferee company. The transferor companies were incorporated on different dates, with the transferee company being incorporated earlier.

2. Share Capital Details:
- The authorized and paid-up share capital of each company involved in the amalgamation is specified in the judgment, highlighting the financial structure of the entities participating in the merger.

3. Statutory Compliance:
- The judgment mentions the dispensation of statutory meetings for equity shareholders and creditors of the companies, as allowed by a previous order. Citations were published in newspapers as per Companies (Court) Rules, and reports were filed by the Official Liquidator and Regional Director.

4. Reports by Official Liquidator and Regional Director:
- The Official Liquidator's report confirmed no complaints against the Scheme of Amalgamation and stated that the companies' affairs were conducted in compliance with the law. The Regional Director also expressed no objections to the scheme.

5. Legal Sanction and Dissolution:
- The judgment grants sanction to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. It directs the transferee company to fulfill statutory requirements and clarifies that the order does not exempt stamp duty payment. The transferor company is to be dissolved without winding up, effective from the appointed date of amalgamation.

6. Expenses and Disposal of Petition:
- Specific directions are given regarding the payment of expenses to the Official Liquidator and the filing of certified copies of the order with the Registrar of Companies. The petition is disposed of based on the order granting sanction to the Scheme of Amalgamation.