2015 (10) TMI 2685 - HC - Companies Law

Scheme of Amalgamation - Held that - The requirements of the provisions of sections 391 to 394 of the Companies Act, 1956 are satisfied. The Scheme is genuine and bonafide and in the interest of the shareholders and creditors. I, therefore, accordingly allow the Company Petitions and approve the Scheme. The Scheme is hereby sanctioned. Prayers made in the respective Company Petitions are hereby granted.

Summary

Issues involved:
Petitions for sanctioning Scheme of Amalgamation of companies, dispensing with meetings of shareholders and creditors, compliance with regulatory guidelines, compliance with Accounting Standards, compliance with Income Tax Act, Official Liquidator's reports, approval of the Scheme.

Analysis:
1. Dispensing with Meetings: The petitions were filed for sanctioning the Scheme of Amalgamation of three companies. The Court dispensed with the meetings of Equity Shareholders, Unsecured Creditors, and Secured Creditors based on consent affidavits received from all parties involved. The Court observed no Secured Creditors for the companies.

2. Publication of Notices: Notices of the petitions were published in newspapers as directed, and affidavits of service confirmed the same. The Regional Director and Official Liquidator were served with the notices as required.

3. Compliance with Regulatory Guidelines: The Regional Director raised concerns regarding compliance with FEMA, RBI guidelines, Accounting Standards, and Income Tax Act. The Petitioner Companies addressed these concerns through affidavits and legal arguments, asserting compliance with the relevant regulations.

4. Official Liquidator's Reports: The Official Liquidator submitted reports stating that the companies' affairs were not conducted prejudicially. The companies filed affidavits ensuring compliance with the observations made by the Official Liquidator.

5. Sanctioning of the Scheme: After considering all facts, the Court found the Scheme to be genuine, bonafide, and in the interest of shareholders and creditors. The Court approved and sanctioned the Scheme, granting the prayers made in the respective Company Petitions.

6. Costs and Orders: The Court allowed the petitions, quantified fees for advocates and the Official Liquidator, to be paid by the Transferee Company or Transferor Companies. Filing and issuance of drawn-up orders were dispensed with, directing all authorities to act on the authenticated copy of the order along with the Scheme.

In conclusion, the judgment dealt comprehensively with the issues related to the amalgamation scheme, compliance with regulatory requirements, reports from the Official Liquidator, and ultimately approved the Scheme after ensuring all legal aspects were addressed satisfactorily.