2012 (12) TMI 155 - HC - Companies Law

Scheme of Amalgamation Dispensation of requirement of Meetings - Publication in newspaper is sufficient - held that - In view of the approval accorded by the Shareholders and Creditors of the petitioner Companies, representations/ 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 and is hereby sanctioned. The petitioner companies will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the Registrar of Companies within 30 days from receipt of the same. In terms of the provisions of Section 391 and 394 of the Companies Act, 1956 and in terms of the Scheme, the whole or part of the undertaking, the property, rights and powers of the Transferor Company be transferred to and vest in the Transferee Company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Transferor Company be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Company shall stand dissolved without winding up. It is, however, clarified that 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 - petitioner Companies would voluntarily deposit a sum of Rs. 1,00,000/- in the Common Pool Fund of the Official Liquidator within three weeks from today. The statement is accepted.

Issues Involved:
Petition under Sections 391 to 394 of the Companies Act, 1956 for sanction of Scheme of Amalgamation.

Detailed Analysis:

1. Dispensation of Meetings:
The petitioner companies filed a petition seeking directions for dispensation of meetings of Equity Shareholders, Secured and Unsecured Creditors, which was allowed by the court in an order dated 25.04.2012, eliminating the need for convening such meetings.

2. Sanction of Scheme of Amalgamation:
The present petition was filed by the petitioner companies under Sections 391 to 394 of the Companies Act, 1956, seeking sanction of the Scheme of Amalgamation. Notices were issued to the Regional Director and the Official Liquidator, and citations were published in newspapers as per court directions.

3. Reports by Official Liquidator and Regional Director:
The Official Liquidator, after seeking information from the petitioner companies, filed a report stating no complaints against the proposed Scheme and that the affairs of the Transferor company were not conducted prejudicially. The Regional Director highlighted the employment status post-merger and raised queries regarding foreign investment compliance, to which the companies responded satisfactorily.

4. Change of Name Post-Merger:
The Regional Director mentioned the provision for changing the name of the Transferee Company to that of the Transferor Company post-merger, emphasizing procedural compliance under the Companies Act, 1956, which the companies confirmed to undertake.

5. No Objections Received:
The directors and counsel of the petitioner companies confirmed not receiving any objections to the Scheme of Amalgamation, and during the hearing, the Official Liquidator and Regional Director expressed no objections, paving the way for the court to grant sanction to the Scheme.

6. Grant of Sanction and Compliance:
Considering the approval by Shareholders and Creditors, reports by the Regional Director and Official Liquidator, the court granted sanction to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The companies were directed to comply with statutory requirements within the specified timeframe.

7. Transfer of Undertaking and Dissolution:
Upon the Scheme coming into effect, the undertaking, property, rights, and powers of the Transferor Company would be transferred to the Transferee Company without further formalities. All liabilities and duties of the Transferor Company would also be transferred, leading to the dissolution of the Transferor Company without winding up.

8. Additional Compliance and Deposits:
The court clarified that the order did not exempt the companies from stamp duty, taxes, or other charges as per law. The companies volunteered to deposit a sum in the Common Pool Fund of the Official Liquidator, which was accepted by the court, leading to the allowance of the petition in the specified terms.

This detailed analysis covers the key aspects and outcomes of the judgment regarding the petition for the Scheme of Amalgamation under the Companies Act, 1956.

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