2015 (10) TMI 2683 - HC - Companies Law

Scheme of amalgamation - Held that - As perused the scheme filed in the company petitions and find it beneficial to the working of the transferee company and is in the interests of the transferor company. There is no objectionable feature in the scheme of amalgamation detrimental either to the employees of the transferor company or to the transferee company. The said scheme is not violative of any statutory provisions. The scheme is fair just sound and is not against any public policy or pubic interest. No proceedings are pending under the Companies Act 1956 or 2013. All the statutory provisions are complied with. Consequently there shall be an order approving the scheme of amalgamation of the transferor company M/s.Polaris Banyan Holding Private Limited petitioner with the transferee company M/s.AAUM Holding (India) Private Limited petitioner as provided in Annexure - 8 in these Company Petitions with effect from 01.04.2014 as the procedure laid down under Sections 391 to 394 of the Companies Act are duly complied with. The petitions are allowed.

Summary

Issues:
Company petitions under sections 391 to 394 of the Companies Act, 1956 for sanctioning the scheme of amalgamation. Objection raised by the Regional Director regarding the change of name of the transferee company. Compliance with statutory provisions, fairness of the scheme, and absence of objectionable features. Dissolution of the transferor company without winding up. Entitlement of the Central Government Counsel to a fee.

The High Court of Madras considered company petitions filed under sections 391 to 394 of the Companies Act, 1956 for the approval of an amalgamation scheme binding on all equity shareholders. The transferor company and the transferee company were identified in the petitions. The court noted compliance with prescribed procedures, submission of audited annual accounts, and absence of secured creditors for both companies. The resolution adopting the amalgamation scheme by the Board of Directors was also presented.

Both the transferor and transferee companies had two equity shareholders each, with consent affidavits from them attached to the petitions. The Court dispensed with the requirement of holding a meeting of equity shareholders based on previous orders. The Regional Director objected to the scheme due to a proposed name change of the transferee company without following the procedures under Section 13 of the Companies Act, 2013. The petitioner's counsel cited a relevant court decision to explain and satisfy the objection raised by the Regional Director.

The Official Liquidator's report confirmed no unpaid dividends by the transferor company. The Chartered Accountant's report highlighted certain discrepancies in the transferor company's records, which were duly addressed by the company. The Court found the scheme beneficial for both companies, employees, and in the public interest. It concluded that the scheme was fair, just, and compliant with statutory provisions, with no pending proceedings under the Companies Act, 1956 or 2013.

Consequently, the Court approved the scheme of amalgamation between the transferor and transferee companies, effective from a specified date. The transferor company was ordered to be dissolved without winding up. The Central Government Counsel was awarded a fee from the transferee company for their services.

In summary, the High Court of Madras sanctioned the amalgamation scheme after thorough examination of compliance with statutory provisions, fairness of the scheme, and addressing objections raised by the Regional Director. The dissolution of the transferor company without winding up was ordered, and the Central Government Counsel was awarded a fee for their representation.