2012 (12) TMI 799 - HC - Companies Law

Scheme of Arrangement - Held that - The requirement of convening meetings of Equity Shareholders, Secured and Unsecured Creditors of the Petitioner Companies is dispensed with - Affidavit of service and publication of notice has been filed by the petitioners showing compliance regarding service of the petition on the Regional Director, Northern Region and the Official Liquidator. Report of Official liquidator that he has not received any complaint against the proposed Scheme from any person/ party interested in the Scheme - approval accorded by the Shareholders and Creditors of the petitioner Companies, representations/ reports filed by the Regional Director, Northern Region and the official liquidator to the proposed scheme of Arrangement, there appears to be no impediment to the grant of sanction to the Scheme of Arrangement - The petitioner companies will comply with the statutory requirements in accordance with law with filing certified copy of the formal order with the ROC within 30 days - this order will not be construed as an order granting exemption from payment of stamp duty or any other charges - Petitioner Companies would voluntarily deposit a sum of Rs. 1 Lac in the Common Pool fund of the Official Liquidator within three weeks from today.

Summary

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

Analysis:
The judgment pertains to a Second motion joint petition filed by the petitioner Companies seeking sanction of the Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956. The petitioner companies had previously filed an application seeking directions for dispensation of meetings, which was allowed by the court. Following this, the present petition was filed seeking sanction of the Scheme of Arrangement. Notices were issued to the Regional Director, Official Liquidator, and publications were made in newspapers as directed by the court. The Official Liquidator, after seeking information, submitted a report stating no complaints against the proposed Scheme and no prejudicial conduct by the Transferor company. The Regional Director also filed a report stating no objection to the proposed Scheme. Affidavits confirmed no objections received from any party interested in the Scheme. During the hearing, both the Official Liquidator and the Regional Director expressed no objection to the Scheme. Considering the approvals received and reports filed, the court granted sanction to the Scheme of Arrangement, directing compliance with statutory requirements within a specified timeline.

The court ordered the transfer of undertaking, property, rights, powers, liabilities, and duties of the Transferor company to the Transferee company as per the Scheme, without the need for further acts or deeds. Upon the Scheme coming into effect, the Transferor Company would stand dissolved without winding up. The order clarified that it did not grant exemption from payment of stamp duty, taxes, or other charges, or from compliance with any other specific requirements under the law. Additionally, the petitioner Companies agreed to deposit a sum in the Common Pool Fund of the Official Liquidator within a specified timeframe. The petition was allowed in the stated terms, and the order was directed to be issued promptly.