2007 (8) TMI 452 - HC - Companies Law

Amalgamation - Held that - None of the objections raised on behalf of the Central Government would not come in the way of sanctioning the scheme of amalgamation as no other adverse circumstances are brought to the notice of this Court. Hence, subject to all the observation on the concerned aspects, the present scheme of amalgamation is sanctioned as per the provisions of the Companies Act, save and except the deletion of the clause 9(1) of the Scheme.

Summary

Issues:
Sanctioning the scheme of amalgamation involving multiple companies.

Analysis:
The judgment involved petitions for sanctioning the scheme of amalgamation where one company was the transferee and three others were transferors. The scheme was detailed in the petitions. Certain compliance applications were filed for holding meetings as per statutory provisions, but dispensation was granted based on specific circumstances. Advertisements were ordered in newspapers, and notices were issued to relevant authorities for examination. No objections were received opposing the scheme. Reports from the Official Liquidator and chartered accountants were submitted, highlighting activities not aligned with the main objects of one company. However, no prejudicial conduct was found. The judgment cited previous cases and emphasized that the court's decision did not conclude on alleged activities requiring regulatory approval.

Analysis Continued:
An objection was raised by the Central Government regarding the addition of authorized capital and a potential name change resulting from the scheme. Declarations were made to address these concerns, and the court referenced previous decisions to support its findings. The objections raised by the Central Government were deemed misconceived, and the court found no adverse circumstances to prevent sanctioning the amalgamation scheme. The judgment ultimately sanctioned the scheme, subject to specific observations and the deletion of a particular clause. The petition was allowed, and costs were imposed on the petitioning companies for the Central Government Standing Counsel.