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2012 (12) TMI 555 - 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 impediment to the grant of sanction to the Scheme of Amalgamation. Sanction is hereby granted to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. 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 the date of receipt of the same. The whole or part of the undertaking, the property, rights and powers and also all the liabilities and duties of the Transferor Company No. 1 to 2 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. Order of amalgamation 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 - Petitioner Companies would voluntarily deposit a sum of Rs. One lac in the Common Pool fund of the Official Liquidator within three weeks from today - Petition is allowed.
Issues Involved:
1. Jurisdiction of the Court 2. Compliance with statutory requirements 3. Share Exchange Ratio 4. Dispensation of meetings 5. Notice and publication requirements 6. Observations by the Regional Director 7. Compliance with objections raised 8. Approval of the Scheme of Amalgamation Detailed Analysis: 1. Jurisdiction of the Court: The registered offices of the Petitioner Transferor Companies and Transferee Company are situated at New Delhi, within the jurisdiction of this Court. 2. Compliance with statutory requirements: The Petitioners provided details regarding the incorporation, authorized, issued, subscribed, and paid-up capital of the companies. Copies of the Memorandum and Articles of Association, latest audited accounts as of 31st March 2011, and Board Resolutions approving the Scheme were submitted. It was confirmed that no proceedings under Sections 235 to 251 of the Companies Act, 1956, were pending against the Petitioner Companies. 3. Share Exchange Ratio: The Scheme provided specific share exchange ratios: - Eleven (11) Equity Shares of Rs. 10 each by the Transferee Company for every Seventeen (17) Equity Shares of Rs. 10 each fully paid up to the shareholders of Abhineet Pesticides Private Limited. - Eighty Two (82) Equity Shares of Rs. 10 each by the Transferee Company for every three (3) Equity Shares of Rs. 10 each fully paid up to the shareholders of Craftsilver Jewels Private Limited. 4. Dispensation of meetings: The Court had previously allowed the dispensation of convening meetings of Shareholders and Creditors of the Transferee Company, as there were no secured or unsecured creditors in the Transferor Companies. 5. Notice and publication requirements: Notices were issued to the Regional Director, Northern Region, and the Official Liquidator. Citations were published in 'Business Standard' (English, Delhi Edition) and 'Nav Bharat Times' (Hindi, Delhi Edition). Compliance with service and publication was confirmed through an affidavit. 6. Observations by the Regional Director: The Regional Director raised several observations, including: - Scheme's nullity if not effective by 31st March 2012. - Unsecured loans in the Transferor Companies and their repayment. - Non-filing of Balance Sheets and Annual Returns by Transferor Company No. 1. - Non-filing of e-Form 5 and e-Form 32 by the Transferor Companies. - Non-appointment of a whole-time Company Secretary by the Transferee Company. 7. Compliance with objections raised: The Petitioner Companies responded to the Regional Director's observations: - Extended the effective date of the Scheme to 31st March 2013. - Clarified the treatment of share application money and its non-inclusion in capital for share exchange ratio calculation. - Filed overdue Balance Sheets and Annual Returns for Transferor Company No. 1. - Filed e-Form 5 and e-Form 32 to comply with statutory provisions. - Explained efforts to appoint a Company Secretary and subsequent compliance from 1st April 2012. - Ensured legal proceedings against the Transferor Companies would continue unaffected by the Scheme. 8. Approval of the Scheme of Amalgamation: No objections were received from any party. The Court, considering the approval by Shareholders and Creditors, and the reports by the Regional Director and Official Liquidator, found no impediment to sanctioning the Scheme. The Scheme was sanctioned under sections 391 and 394 of the Companies Act, 1956. The properties, rights, and liabilities of the Transferor Companies were transferred to the Transferee Company, and the Transferor Companies were dissolved without winding up. The order did not grant exemption from stamp duty, taxes, or other charges. The Petitioner Companies agreed to deposit Rs. One lac in the Common Pool fund of the Official Liquidator. The Petition was allowed in these terms.
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