2012 (10) TMI 916 - HC - Companies Law

Scheme of Amalgamation & Arrangement - Held that - That the Transferor Company does not have any employee, and accordingly, no clause has been included in the scheme with respect to transfer of employees of the Transferor Company to the Transferee Company - he scheme has been prepared in compliance with the Accounting Standard 14 where Post merger, accounting aspects are as specified & the Transferee Company shall comply with the procedure prescribed under the Companies Act, 1956 for alteration of the Memorandum of Association of the Transferee Company. Neither the Petitioner Companies nor their counsels have received any objection pursuant to citations published in the newspapers & no objection has been received to the Scheme of Amalgamation & Arrangement from any other party, thus sanction is hereby granted to the Scheme of Amalgamation & Arrangement under Section 391 and 394 of the Companies Act, 1956 - Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same - the whole or part of the undertaking, the property, rights and powers with all the liabilities and duties of the Transferor Companies be transferred to and vest in the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Companies 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 or permission/compliance with any other requirement which may be specifically required under any law.

Summary

Issues:
1. Sanction of Scheme of Amalgamation & Arrangement under Sections 391 & 394 of the Companies Act, 1956.

Analysis:
The judgment involves a Second Motion joint Petition filed by the Petitioner Transferor Company and the Transferee Company seeking sanction of the Scheme of Amalgamation & Arrangement. The Scheme involves merging Uppal Sons Holdings Private Limited with Uppal Housing Private Limited. The registered offices of both companies are in New Delhi. Details regarding their share capital, incorporation dates, and financial accounts have been provided. Resolutions approving the Scheme have been passed by the respective Boards of Directors. The exchange ratio for the Amalgamation has been specified as 1,455 Equity shares of face value Rs. 10/- each for every 100 Equity shares held by the shareholders in the Transferor Company.

The Court had previously dispensed with the requirement of holding meetings of shareholders and creditors for both companies. Notices were issued to the Regional Director, Ministry of Corporate Affairs, and the Official Liquidator. The Official Liquidator did not raise any objections to the Scheme. The Regional Director had made certain observations related to employee transfer, compliance with Accounting Standard 14, and alteration of the Memorandum of Association by the Transferee Company. The Petitioners responded to these observations, clarifying their position and agreeing to comply with the requirements.

No objections were received from any party regarding the Scheme. Approval was granted based on the shareholders' and creditors' accord, reports from the Regional Director and Official Liquidator, and the absence of any impediments. The Court sanctioned the Scheme of Amalgamation & Arrangement under Sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies were directed to comply with statutory requirements and file a certified copy of the order with the Registrar of Companies. The Scheme would result in the Transferor Companies being dissolved without winding up. The order did not exempt the companies from any applicable stamp duty, taxes, or charges.

The Petitioner Company agreed to deposit a sum of Rs. 1,00,000/- with the common pool fund of the Official Liquidator. The Petition was allowed in the specified terms, and an order was issued for the same.