2015 (7) TMI 1244 - HC - Companies Law

Sanction of a Scheme of Amalgamation - Held that - Having considered the submissions made in this regard and being satisfied that amalgamation under the proposed scheme would be in the interest of the companies and their members and creditors, the Scheme is hereby sanctioned. Prayers in terms of paragraph 16 (a) of the Company Petition No. 144 of 2015 and 15 (a) of the Company Petition No. 145 of 2015 are hereby granted. The petitions are disposed of accordingly. So far as the costs to be paid to the Central Government Standing Counsel are concerned, the same are quantified at ₹ 7,500/-per petition. The same may be paid to the counsel appearing for the Central Government Cost of ₹ 7,500/- be paid to the Office of the Official Liquidator towards cost for the Transferor Company. The petitioner companies are further directed to lodge a copy of this order, the schedules of immovable assets of the Transferor Company as on the date of this order and the Scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order. The petitioner companies are directed to file a copy of this order along with a copy of the scheme with the concerned Registrar of Companies, electronically, along with INC-28 in addition to physical copy as per relevant provisions of the Act.

Summary

Issues:
Petitions for sanction of Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956.

Analysis:
1. Amalgamation Benefits: The petitions were filed for the sanction of a Scheme of Amalgamation between two companies belonging to the same management group engaged in similar activities. The purpose was to achieve synergic benefits, resource consolidation, and stakeholder advantage both financially and administratively. Detailed benefits were provided in the petitions.

2. Meetings Dispensed With: Meetings of shareholders and creditors were dispensed with due to written consents, and no objections were raised even after public notices and publications, confirming no secured creditors for both companies.

3. Official Liquidator's Report: The Official Liquidator observed no prejudicial conduct in the affairs of the Transferor Company. Directed preservation of books for 8 years post-scheme sanctioning without disposal consent.

4. Central Government Involvement: Notices served to the Central Government, and observations by the Regional Director were addressed in an affidavit, clarifying various issues raised.

5. Regional Director's Observations: The affidavit responded to observations regarding share exchange ratio, income sources, compliance with RBI guidelines, Income Tax objections, complaints, and objections. It was concluded that the issues raised were not material for scheme sanction.

6. Scheme Sanction: After considering submissions and being satisfied with the scheme's interest for companies, members, and creditors, the Scheme was sanctioned, granting prayers in the respective petitions.

7. Costs and Compliance: Costs to Central Government Standing Counsel quantified per petition, and payment directed. Lodging orders, assets schedules, and scheme copies for stamp duty adjudication and Registrar of Companies filing within 60 days were mandated.

8. Further Directions: Lodging orders and scheme copies electronically with INC-28 filing, and dispensing with drawn-up orders, were directed for compliance by concerned authorities and the Registrar for expeditious authentication.

This detailed analysis covers the issues involved in the judgment, addressing the legal aspects and procedural requirements of the Scheme of Amalgamation under the Companies Act, 1956, as per the Gujarat High Court's decision.