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2012 (10) TMI 770 - HC - Companies LawScheme 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 hurdle to grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. Certified copy of the order be filed with the ROC within 30 days from the date of receipt of the same. The whole or part of the undertaking, the properties, rights and powers of Petitioner & also all the liabilities and duties be transferred to and vest in the Transferee Company without any further act or deed. All the Permanent employees of all the Transferor Companies shall become the employees of the Transferee Company without any break or interruption in their service & Petitioner shall stand dissolved without winding up. This order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable in accordance with any law - the Petitioner Companies would voluntarily deposit a sum of Rs. 1,00,000/- with the Common Pool of the Official Liquidator within three weeks from today - Scheme of Amalgamation sanctioned.
Issues:
1. Sanction of the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. Detailed Analysis: The judgment involves a second motion joint Petition filed under section 391 (2) & 394 of the Companies Act, 1956 by Bedelia Builders & Constructions Private Limited & Others with DLF Home Developers Limited seeking sanction of the Scheme of Amalgamation. The Court had earlier dispensed with the convening of meetings of Shareholders and Creditors of the companies involved. The Court directed the Transferee Company to convene a meeting of its Unsecured Creditors. Subsequently, the meeting was held, and the Scheme of Amalgamation was approved without any modification. The Chairperson filed the meeting report before the Court. The Petitioner Companies then filed the present Petition seeking sanction of the Scheme of Amalgamation, and notices were issued to relevant authorities. The Official Liquidator confirmed no complaints against the proposed Scheme, and the Regional Director stated that the Scheme's provisions were in compliance with Accounting Standard-14. The judgment further details the share exchange ratio for amalgamation, specifying the issuance of shares by the Transferee Company to the Transferor Companies based on their respective values. The Court considered the approval of Shareholders and Creditors, reports from the Regional Director and Official Liquidator, and found no impediment to grant sanction to the Scheme of Amalgamation. Sanction was granted under sections 391 and 394 of the Companies Act, 1956, with instructions for compliance with statutory requirements. The order directed the transfer of undertaking, properties, rights, and powers of the Transferor Companies to the Transferee Company, along with the transfer of liabilities and duties. Upon the Scheme coming into effect, the Transferor Companies would stand dissolved without winding up. The order clarified that it did not exempt payment of stamp duty, taxes, or any other charges if payable by law and did not waive compliance with any other specific legal requirements. Additionally, the judgment noted that the Petitioner Companies agreed to deposit a sum of Rs. 1,00,000/- with the Common Pool of the Official Liquidator within a specified timeframe. The Petition was allowed in the above terms, with an order for Dasti.
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