2010 (2) TMI 1217 - HC - Companies Law

Summary

Issues involved: Scheme of amalgamation involving Transferee Company and Transferor Company.

Transferee Company (M/s Indus Fila Ltd.):
- Incorporated on 10-06-1999 in Karnataka.
- Main objects include business of garments.
- Listed on Indian stock exchanges.
- Balance-sheets up to 30-06-2008 and 31-12-2008 disclosed.
- Scheme of amalgamation with Transferor Company approved by shareholders and creditors.
- Share capital details provided.
- Board of Directors approved the scheme on 31-01-2009.

Transferor Company:
- Incorporated on 21-11-2002 in Karnataka.
- Main objects include appeals, fashion-wears, and garments.
- Balance-sheets up to 31-03-2008 and 31-12-2008 disclosed.
- Scheme of amalgamation with Transferee Company approved by Board of Directors on 25-02-2009.
- Share capital details provided.

Compliance and Observations:
- Clauses in the memorandum and articles of association of both companies provide for amalgamation.
- Regional Director and Official Liquidator observations addressed.
- Share application money treated as unsecured loan post amalgamation.
- Companies complied with Section 391 of the Companies Act.
- Auditor's report confirmed no prejudicial conduct in Transferor Company's affairs.

Approval and Sanction:
- Shareholders and creditors approved the scheme of amalgamation.
- No opposition from stakeholders.
- Terms of amalgamation detailed.
- Share allotment and employee transition specified.
- Equity shareholders' value judgment respected.
- Scheme of amalgamation sanctioned and binding on companies, shareholders, and creditors.

Court Order:
- Scheme of amalgamation sanctioned.
- Transferor company to stand dissolved.
- Orders for serving copies to regulatory authorities.
- Decree to be drawn up in Form No. 42.