2009 (4) TMI 444 - HC - Companies Law

Amalgamation scheme - Held that - As the learned counsel appearing for the Official Liquidator and the Registrar of Companies submit that they have no objection for grant of the Scheme of Amalgamation at Annexure-A and as the proposed Scheme of Amalgamation would be beneficial to the transferor and transferee-Companies it is deemed appropriate to sanction the Scheme of Amalgamation at Annexure-A.

Summary

The High Court of Karnataka issued an order in 2009 regarding a petition filed under sections 391 to 394 of the Companies Act,
1956. Paxar India Private Limited, the transferor-Company, sought sanction for a Scheme of Amalgamation involving R.V.L. Packaging India Private Limited and Avery Dennison (India) Private Limited, along with their respective shareholders and creditors. The petitioner-Company was incorporated in 1988 in Maharashtra and later shifted to Karnataka. The Board of Directors approved the Scheme of Amalgamation subject to various approvals. Company Application No. 859/2008 was filed for dispensation of shareholder and creditor meetings, which was allowed by the court. The present company petition was filed on 13-11-2008, and notices were issued to relevant parties. The Official Liquidator requested a Chartered Accountant to verify the company's records, and the Registrar of Companies filed an affidavit stating the scheme required approval from other High Courts as well. The petitioner-Company affirmed compliance with FEMA and RBI Act requirements. The Official Liquidator and Registrar of Companies had no objections to the Scheme of Amalgamation, which the court sanctioned. The decree was to be drawn up, and the transferor-Company was to be dissolved without winding-up, with a copy of the order to be filed with the Registrar of Companies within thirty days.