2015 (12) TMI 1719 - HC - Companies Law

Scheme of amalgamation - Holding Transferee Company requirement to take out separate proceedings for obtaining the sanction to the proposed Scheme of Amalgamation of its wholly owned subsidiary companies with itself? - Held that - No separate proceedings is required to be undertaken by Transferee Company being the Holding Company under the provisions of Sec. 391(2) of the Companies Act, 1956. Petition admitted.

Summary

Issues:
1. Sanction of the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956.
2. Dispensation of meetings of Equity Shareholders and Unsecured Creditors.
3. Order regarding separate proceedings for the Holding Company under Section 391(2) of the Act.
4. Notice to Central Government and Official Liquidator.
5. Publication of hearing notice in newspapers.
6. Fixing the final hearing date.

Analysis:

1. The petition was filed seeking the sanction of the Court for the Scheme of Amalgamation of two companies with another. The Court had earlier directed the dispensation of meetings of Equity Shareholders and the Sole Unsecured Creditor of the petitioner Company, as consent had been obtained. There were no secured creditors of the petitioner Company.

2. The petitioner Company is a wholly owned subsidiary of the Transferee Company. The Transferee Company, being the Holding Company, sought an order that no separate proceedings were required under Section 391(2) of the Companies Act, 1956. The Court, in an order, confirmed that no separate proceedings were necessary for the Transferee Company.

3. The learned counsel representing the petitioner was heard, and the case was admitted for further proceedings.

4. Notices were directed to be issued to the Central Government and the Official Liquidator, with a direction for the appointment of a Chartered Accountant for report preparation at the petitioner's cost.

5. The petitioner was instructed to publish the hearing notice in specific newspapers having circulation in the relevant area, and the Transferor companies were allowed to publish a common public notice in local dailies. Dispensation of notice publication in the Government Gazette was granted.

6. The final hearing of the petition was scheduled for a specific date in January 2016, marking the progress of the case towards its conclusion.