2012 (8) TMI 27 - HC - Companies Law

Sanction of the Scheme of Amalgamation - Held that - In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation / reports filed by the Regional Director, Northern Region and the Official Liquidator, attached with this Court to the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation - in terms of the Scheme of Amalgamation, the whole or part of the undertakings, the properties, rights and powers & all the liabilities and duties of the Transferor Company be transferred to the Transferee Company, without any further act or deed be transferred to and vest in the Transferee Company - Petitioner Companies would voluntarily deposit a sum of Rs. 1,00,000/- in the Common Pool fund of the Official Liquidator - scheme ao amalgamation granted.

Summary

Issues:
Petition under Sections 391(2) and 394 of the Companies Act, 1956 for sanction of the Scheme of Amalgamation.

Analysis:
The judgment pertains to a second motion joint petition filed under Sections 391(2) and 394 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation between two companies. The petitioners, Transferor Company and Transferee Company, are located in New Delhi. Details regarding their incorporation, capital structure, and financial accounts have been provided in the petition. Resolutions approving the amalgamation scheme have been passed by the respective boards of directors. It is noted that no pending proceedings under Sections 235 to 251 of the Companies Act, 1956 exist against the petitioner companies.

The share exchange ratio outlined in the Scheme of Amalgamation involves the cancellation of Transferor Company shares and an automatic increase in the authorized share capital of the Transferee Company. The court had previously dispensed with the requirement of convening meetings for shareholders and creditors of the Transferor Company. Meetings for shareholders and creditors of the Transferee Company were held where the scheme was unanimously approved by the attendees. Subsequently, the present petition was filed seeking sanction for the amalgamation scheme.

Notices were issued to the Regional Director, Northern Region, and the Official Liquidator, with citations published in newspapers as directed by the court. An application was filed to correct a typographical error in the scheme, which was allowed by the court. Reports from the Official Liquidator and the Regional Director indicated no objections to the scheme. With approval from shareholders and creditors, and no objections received, the court granted sanction to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956.

The order directed compliance with statutory requirements, transfer of undertakings, properties, rights, and powers to the Transferee Company, and dissolution of the Transferor Company without winding up upon the scheme coming into effect. The order clarified that it did not exempt from payment of stamp duty, taxes, or other charges as per law. The petitioners were instructed to deposit a sum in the Common Pool fund of the Official Liquidator voluntarily. The petition was allowed in the specified terms, with the order to be issued dasti.