2008 (7) TMI 586 - HC - Companies Law

Amalgamation - Held that - Affairs of the Transferor-Companies 1 to 4 have not been conducted in a manner prejudicial to the interest of the members and creditors also found nothing prejudicial to the interest of the Transferor-Companies 1 to 4 and Transferee-Company. It appears from the record that the Transferor-Companies 1 to 4 are sister concern of the Transferee-Company having common registered office at 24 Goyal House, Ajmer Road, Jaipur. In view of the fact that the Regional Director and the Official Liquidator have no objection if the Transferor-Companies 1 to 4 are amalgamated with the Transferee-Company. Thus accordingly sanction the scheme of merger as set out in the company petitions.

Summary

Issues:
Confirmation of Scheme of Arrangement/Amalgamation of Transferor-Companies with Transferee-Company.

Analysis:
The case involved Company Petition No. 3 of 2008 filed by Goyal Fashions Private Limited (Transferee-Company) and Company Petition No. 4 of 2008 filed by Archna Creations Private Limited (Transferor-Company No. 1), Ashish apparels Private Limited (Transferor-Company No. 2), Shubham Exports Private Limited (Transferor-Company No. 3), and Anupam Export Private Limited (Transferor-Company No. 4) for the confirmation of the Scheme of Arrangement/Amalgamation. The Board of Directors of the Transferor Companies approved the proposed amalgamation in their respective meetings. Meetings of equity shareholders and unsecured creditors were convened, where none voted against the compromise or arrangement.

Analysis:
In S.B. Company Application No. 37 of 2007, the Court directed the convening of meetings of equity shareholders and unsecured creditors, where none voted against the compromise or arrangement. The Transferee Company and Transferor Companies 1 to 4 filed the company petitions, and notice was issued and published in newspapers. The Regional Director and Official Liquidator submitted reports supporting the scheme, stating that employees of Transferor-Companies would become employees of Transferee-Company without interruption. The Official Liquidator reported no prejudicial conduct by the Transferor-Companies, and no objections were raised post-publication of notices.

Analysis:
After hearing the counsel and Official Liquidator, the Court found no prejudicial conduct in the affairs of Transferor-Companies and approved the scheme of amalgamation. The Transferor-Companies were sister concerns of the Transferee-Company with a common registered office. With no objections from the Regional Director and Official Liquidator, the Court sanctioned the merger as per the petitions. The company petitions were allowed, and the scheme of amalgamation was approved, with the Official Liquidator entitled to Rs. 2,500 each from the Transferee-Company and Transferor-Companies 1 to 4.