2015 (1) TMI 1249 - HC - Companies Law

Scheme of Amalgamation - Scheme of arrangement is in the interest of the shareholders and creditors of all the companies as well as in the public interest, therefore, the same deserves to be sanctioned.

Summary

Issues:
1. Sanctioning of the Scheme of Amalgamation of two companies.
2. Dispensing with the convening and holding of meetings of Equity Shareholders and Creditors.
3. Compliance with relevant provisions of Companies Act, 2013 and Income Tax Act.
4. Official Liquidator's report and compliance with statutory liabilities.
5. Approval and sanctioning of the Scheme.

Analysis:
1. The petitions were filed by two Petitioner Companies for the sanctioning of the Scheme of Amalgamation. The Court dispensed with the meetings of Equity Shareholders and Creditors based on consent affidavits received from all Equity Shareholders. The Court also admitted the Company Petitions and directed the issuance of notices to relevant authorities.

2. The Regional Director raised concerns regarding compliance with the Companies Act, 2013, payment of registration fees, and filing relevant e-forms. The Petitioner Companies assured compliance with necessary forms and fees as required by law. The Court found the observations of the Regional Director regarding compliance satisfied.

3. The Petitioner Companies stated that the Scheme is in compliance with the provisions of the Income Tax Act, 1961. The Court acknowledged this compliance and found the Scheme genuine and in the interest of shareholders and creditors.

4. The Official Liquidator submitted a report stating that the affairs of one of the Petitioner Companies had not been conducted in a prejudicial manner. The company assured compliance with the observations made by the Official Liquidator. The Court emphasized that the company shall ensure compliance with all applicable terms and statutory liabilities post the Scheme's sanctioning.

5. After considering the facts, the Court approved and sanctioned the Scheme of Amalgamation. The prayers made in the Company Petitions were granted, and the Scheme was deemed genuine and in the interest of shareholders and creditors. The Court ordered the payment of fees to relevant parties and directed all authorities to act on the authenticated copy of the order along with the Scheme.

In conclusion, the Court allowed the petitions, approved the Scheme, and sanctioned the amalgamation, ensuring compliance with all legal requirements and statutory liabilities.