2015 (9) TMI 1591 - HC - Companies Law

Scheme of Arrangement in the nature of Amalgamation - Held that - Meeting of the Equity Shareholders of the company was dispensed with in view of the consent letters from all of them being placed on record and there being no secured or unsecured creditors of the petitioner company; as confirmed by a certificate from the Chartered Accountant. Hence, the present petition is moved for obtaining the sanction of this Court. Petition is ADMITTED. Petition is fixed for hearing and disposal on 15.10.2015. Notice of hearing of petition, to be advertised in The Times of India , English daily, and Sandesh , Gujarati daily, both Ahmedabad Editions. Publication in Government Gazette is dispensed with. Common publication of notice is permitted for all the Transferor Companies. Notice to the Official Liquidator. He is directed to file his report before the date of final hearing of the petition. For the purpose, he is permitted to appoint a Chartered Accountant out of the panel maintained by him to look into the books of the petitioner company and submit the report to the Official Liquidator, the cost for which shall be borne by the petitioner company.

Summary

Issues Involved:
Petition for Amalgamation under a Composite Scheme of Arrangement - Dispensation of meeting of Equity Shareholders - Sanction of the Court - Appointment of Chartered Accountant by Official Liquidator - Notice to Central Government through Regional Director.

Analysis:
The judgment pertains to a petition filed by a company for the amalgamation of two entities under a proposed Composite Scheme of Arrangement. The petitioner sought the Court's sanction for the Amalgamation of the Transferor Company with the Transferee Company. The Court noted that the meeting of Equity Shareholders was dispensed with based on the consent letters from all shareholders and the absence of secured or unsecured creditors, as confirmed by a certificate from a Chartered Accountant. Consequently, the petition was admitted for further proceedings.

The Court scheduled the petition for hearing and disposal on a specific date, providing directions for the notice of the hearing to be advertised in designated newspapers. The requirement for publication in the Government Gazette was waived, allowing common publication of the notice for all Transferor Companies involved in the scheme. Additionally, the Official Liquidator was notified to file a report before the final hearing date, with permission granted to appoint a Chartered Accountant to review the petitioner company's books at the company's expense.

Furthermore, the Central Government was served notice through the Regional Director, North Western Region, Ministry of Corporate Affairs. The judgment highlights the procedural steps and legal requirements involved in the amalgamation process under the Composite Scheme of Arrangement, ensuring transparency, compliance with regulations, and protection of stakeholders' interests through appropriate oversight and reporting mechanisms.

This comprehensive analysis of the judgment showcases the Court's meticulous approach in overseeing the Amalgamation process and upholding the legal standards and procedural fairness essential in such corporate transactions.