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2007 (11) TMI 413 - HC - Companies LawAmalgamation - Held that - The observations made by the RoC do not survive and the scheme of arrangement would be in the interest of the companies, their members and creditors. The prayers in terms of paragraphs 26(a), 21( a) and 21(a) made in Company Petition Nos. 183 of 2007, 184 of 2007 and 185 of 2007, respectively are hereby granted.
Issues:
Petitions filed for sanction of scheme of arrangement for amalgamation under Companies Act, 1956. Analysis: The judgment involves petitions filed by three petitioner-companies seeking approval for the scheme of arrangement to merge two transferor-companies with a transferee-company under sections 391 and 394 of the Companies Act, 1956. All companies are part of the same management group and operate in the realty sector. The rationale behind the amalgamation is to achieve synergic advantages by consolidating operations, benefiting from economies of scale, streamlining administration, enhancing financial strength, and gaining a competitive edge in the market through increased product range and distribution network. The petitions detail the dispensation of meetings for equity shareholders and creditors of the transferor and transferee companies based on written consent letters. Public notices were duly advertised in newspapers, and objections were invited, but none were raised. The Official Liquidator observed that the companies' affairs were not conducted prejudicially. The Central Government was served notices, and issues raised by the Regional Director regarding fees, stamp duty, and share capital transfer were addressed in affidavits filed by company representatives. After considering submissions from the petitioner-companies' advocate and the Assistant Solicitor General representing the Central Government, the court found the scheme of arrangement to be in the interest of the companies, members, and creditors. The prayers in the petitions were granted, and costs to the Central Government standing counsel were quantified and directed to be paid accordingly. The judgment concludes by disposing of the petitions and finalizing the cost payment details.
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