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2012 (11) TMI 967 - HC - Companies LawScheme of Amalgamation - Scheme of Arrangement between Sports Station (India) Private Limited (hereinafter referred to as Transferor Company) with SSIPL Lifestyle Private Limited (hereinafter referred to as Transferee Company). - held that - No Objection has been received from any other party.- In view of the approval accorded by the Shareholders and Creditors of the Petitioner companies; representation/reports filed by the Regional Director, Northern Region, Ministry of Corporate Affairs, to the proposed Scheme of Arrangement, there appears to be no impediment to the grant of sanction to the Scheme of Arrangement under sections 391 to 394 and sections 100 to 103 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law.- Upon the sanction becoming effective from the appointed date of Amalgamation, that is 1st April, 2012, the transferor company shall stand dissolved without undergoing the process of winding up.
Issues:
Petition under Sections 391 to 394 and Sections 100 to 103 of the Companies Act, 1956 seeking sanction of the Scheme of Arrangement between two companies. Analysis: The joint petition filed under Sections 391 to 394 and Sections 100 to 103 of the Companies Act, 1956 sought sanction for a Scheme of Arrangement between two companies, Transferor Company and Transferee Company, both having their registered offices in New Delhi. The petition included details of the incorporation dates, authorized, issued, and paid-up capital of both companies, along with copies of their Memorandum and Articles of Association and latest audited accounts. Resolutions approving the Scheme of Arrangement were passed by the Board of Directors of both companies. No pending proceedings under Sections 235 to 251 of the Companies Act, 1956 were reported against the Petitioner Companies. The share exchange ratio in the Scheme indicated that the entire share capital of the Transferor Company would be cancelled upon sanction, as it was held by the Transferee Company. Previous directions were obtained for dispensation of meetings of shareholders, secured creditors, and unsecured creditors. Notices were issued to the Regional Director (Northern Region), Ministry of Corporate Affairs, and the Official Liquidator, with citations published in newspapers. Affidavits of service and publication were filed, demonstrating compliance. The Official Liquidator's report stated no complaints against the Scheme, and that the Transferor Company's affairs did not seem prejudicial. The Regional Director raised concerns about the companies' compliance with shareholding and directorship requirements under the Companies Act, 1956. The Petitioners clarified the share transfer timeline and took steps to rectify the composition to meet legal standards. The Regional Director withdrew objections upon receiving satisfactory responses. No objections were received from any party regarding the Scheme of Arrangement. The counsel confirmed the absence of objections and compliance with statutory requirements. Approval was granted based on shareholder and creditor agreement, reports from the Regional Director, and compliance with legal provisions. The Scheme allowed for the transfer of assets, liabilities, and dissolution of the Transferor Company without winding up. A voluntary deposit into the Common Pool Fund of the Official Liquidator was agreed upon by the Petitioner Companies. The petition was allowed in the specified terms. In conclusion, the judgment sanctioned the Scheme of Arrangement between the two companies, outlining the transfer of assets and liabilities, dissolution of the Transferor Company, and compliance with statutory requirements under the Companies Act, 1956.
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