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2013 (10) TMI 196 - HC - Companies LawScheme of Amalgamation - Merger of shareholders - Held that - In view of the approval accorded by the shareholders and creditors of the Petitioner, representations / reports filed by the RD and the OL to the proposed Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 391 to 394 of the Act. Since, the registered office of the Transferor company 1 and the Transferee company is situated in the State of Karnataka, the second motion petition is pending adjudication before the Bangalore Bench of Karnataka High Court. The Scheme shall come into operation only after the same is also sanctioned by the Bangalore Bench of Karnataka High Court. The Petitioner company will comply with the statutory requirements in accordance with law - Upon sanctioning of the Scheme by Bangalore Bench of Karnataka High Court, the certified copy of this order shall be filed with the Registrar of Companies within 30 days. In terms of Sections 391 and 394 of Act and in terms of the Scheme, the whole of the undertaking, the property, rights and powers of the Petitioner Transferor company 2 shall 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 shall 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 - Petition allowed.
Issues:
Petition under Sections 391 and 394 of the Companies Act, 1956 for Scheme of Amalgamation among three companies. Analysis: The judgment pertains to a second motion petition under Sections 391 and 394 of the Companies Act, 1956, regarding a Scheme of Amalgamation among three companies. The Scheme involves Standard Microsystems India Private Limited (Petitioner Transferor company 2), Bridgeco Technologies India Private Limited (Transferor company 1), and Microchip Technology (India) Private Limited (Transferee company). The registered office of Petitioner Transferor company 2 is in Delhi, while the other companies are located in Bangalore. The petition includes details of the companies' incorporation dates, capital structure, and resolutions approving the Scheme. No pending proceedings under Sections 235 to 251 of the Act against Petitioner Transferor company 2 were reported. The Scheme aims to provide greater business focus and integration, financial strength, and flexibility for the amalgamated entity. It is part of a global strategy to integrate entities and enhance competitiveness. The exchange ratio for issuing new equity shares to members of the transferor companies is specified in the Scheme. The previous petition for dispensation of shareholder and creditor meetings was allowed, and the current petition seeks sanction of the Scheme. The Regional Director (RD) and Official Liquidator (OL) filed reports supporting the Scheme, with no objections received from any party. The RD highlighted that employees of Petitioner Transferor company 2 will continue their services with the Transferee company post-amalgamation. The OL's report confirmed no complaints against the Scheme and no prejudicial conduct by the Petitioner. Both the RD and OL expressed no objections to the Scheme. With shareholder and creditor approval, and positive reports from the RD and OL, the Court granted sanction to the Scheme under Sections 391 to 394 of the Act. However, the Scheme's operation is subject to approval by the Bangalore Bench of Karnataka High Court, where the second motion petition is pending. Upon sanction by the Bangalore Bench, the transfer of assets, liabilities, and dissolution of the Transferor company will take effect. The order does not exempt from stamp duty, taxes, or other charges, and compliance with all legal requirements is mandated. The Petitioner agreed to deposit a sum in the Common Pool Fund of the OL. The petition was allowed as per the terms mentioned, and an order was issued accordingly.
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