2009 (4) TMI 450 - HC - Companies Law

Amalgamation scheme - Held that - As 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, thus deem it appropriate to sanction the Scheme of Amalgamation at Annexure-A.

Summary

Issues:
Petitions filed under sections 391 to 394 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation for two companies.

Analysis:
The judgment involves two petitions filed under sections 391 to 394 of the Companies Act, 1956, by two companies - FEI Software (India) Private Limited (transferor Company) and Magma Design Automation India Private Limited (transferee Company) seeking sanction of the Scheme of Amalgamation. The transferee Company was incorporated to carry on the business of developing EDA Software and Product Engineering Solutions, while the transferor Company was incorporated for designing, developing, and commercializing software products. The Board of Directors of both companies approved the Scheme of Amalgamation, proposing the merger of the transferor Company with the transferee Company, subject to confirmation by the Court.

The Court had allowed dispensation of meetings of shareholders and creditors of both companies for approving the Scheme of Amalgamation. Notices were issued to the Regional Director of Company Affairs and the Official Liquidator. The Official Liquidator filed a report for appointment of a Chartered Accountant to verify the books and records of the transferor Company, which was duly appointed. The Official Liquidator, along with the Registrar of Companies, stated no objection to the Scheme of Amalgamation. No opposition was received after the publication of the notice in newspapers.

Considering the submissions and reports, the Court found the proposed Scheme of Amalgamation beneficial to both companies. As a result, the Court sanctioned the Scheme of Amalgamation, ordering the dissolution of the transferor Company without winding up, directing the registry to draw up a decree, and instructing both companies to file a copy of the order with the Registrar of Companies within thirty days. Consequently, the Company Petitions were allowed.