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Issues involved: Application seeking dispensation from approaching the High Court of Bombay for sanction of the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956.
Summary: The Applicant, a Transferee Company, sought dispensation from approaching the High Court of Bombay for sanction of the Scheme of Amalgamation with the Transferor company. The Court had previously allowed directions for dispensing with the meeting of equity shareholders, secured creditors, and unsecured creditors of the Transferor company for approval of the Scheme. The Transferee company held 100% paid-up equity shares of the Transferor company, making it a wholly owned subsidiary. The legal position, as established in various cases including Auto Tools India Pvt. Ltd., Sharat Hardware Industries Pvt. Ltd., Mahaamba Investments Ltd., Andhra Bank Housing Finance Ltd., and others, indicated that there was no requirement for a separate application for sanction of the Scheme by the Transferee Company. Consequently, the application was allowed, and the need for the Transferee Company to approach the Bombay High Court for sanction of the Scheme was dispensed with.
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