2011 (12) TMI 683 - HC - Companies Law

Summary

Issues involved:
Seeking sanction under Sections 391 to 394 of the Companies Act, 1956 for a Scheme of Amalgamation of two companies and their shareholders.

Details of the judgment:

1. The Petitioners have complied with all requirements and filed necessary affidavits of compliance. They undertake to comply with statutory requirements under the Companies Act, 1956, which is accepted.

2. The Regional Director stated that the Scheme is not prejudicial to the interest of shareholders and the public, except for specific clauses.

3. Clause 5.6 of the scheme requires the Transferee Company to increase its authorized share capital as per Sections 94/97 of the Companies Act, 1956. The Transferee Company undertakes to comply with this requirement.

4. Clause 6.1(d) & (e) states that the excess value of shares issued by the Transferee Company over the net assets of the Transferor Company shall be credited to the General Reserve Account. The Transferee Company undertakes not to use this reserve for future dividends.

5. The Official Liquidator reported that the affairs of the Transferor Company were conducted properly and recommended its dissolution.

6. The Scheme is deemed fair, reasonable, compliant with the law, and not against public policy. No opposition from concerned parties.

7. Both Company Scheme Petitions are made absolute as all statutory compliances have been fulfilled.

8. Petitioner Companies are directed to lodge a copy of the order and the Scheme for stamp duty adjudication and to file with the Registrar of Companies within specified timelines.

9. Costs of &8377; 10,000/- each to be paid by the Petitioner Companies to the Regional Director and the Official Liquidator within four weeks.

10. Filing and issuance of the drawn-up order is dispensed with, and all authorities are directed to act on the authenticated copy of the order and Scheme.

Separate Judgment: None.