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2013 (10) TMI 1254 - HC - Companies LawSanction to the Scheme of Amalgamation - Held that - In view of the approval accorded by the shareholders and creditors of the Petitioner Transferor company, 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 proposed Scheme. Consequently, sanction is hereby granted to the proposed Scheme under Sections 391 and 394 of the Act. The Petitioner Transferor company will comply with the statutory requirements in accordance with law - A certified copy of the order be filed with the ROC within 30 days from receipt of the same. In terms of Sections 391 and 394 of the Act and in terms of the Scheme, the property, assets, rights and powers of the Petitioner Transferor company 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 Petitioner 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:
- Second motion petition under Sections 391 and 394 of the Companies Act, 1956 seeking sanction to the Scheme of Amalgamation. - Compliance with statutory requirements for the amalgamation process. - Approval of the Scheme by shareholders and creditors. - Reports and representations from the Regional Director (RD) and Official Liquidator (OL) regarding the proposed Scheme. - Transfer of property, assets, liabilities, and dissolution of the Transferor company. - Clarification on stamp duty, taxes, and compliance with other legal requirements. - Voluntary deposit in the Common Pool Fund of the OL. Analysis: The judgment pertains to a second motion petition filed under Sections 391 and 394 of the Companies Act, 1956 for the sanction of a Scheme of Amalgamation between the Petitioner Transferor company and the Transferee company. The Petitioner Transferor company, being a wholly owned subsidiary of the Transferee company, sought approval for the Scheme without rearrangement vis-a-vis the shareholders of the Transferee company. The registered office of the Petitioner Transferor company falls within the jurisdiction of the Delhi High Court, where the petition was filed. The petition included details such as the incorporation dates, capital structure, Memorandum and Articles of Association, and the latest audited annual accounts of the Petitioner Transferor company. Resolutions approving the Scheme from the Boards of Directors of both companies were also submitted. It was highlighted that no proceedings under Sections 235 to 251 of the Act were pending against the Petitioner Transferor company. The Court had previously allowed the dispensation of meetings of shareholders and unsecured creditors, as the company had no secured creditors. Notice of the petition was issued to the Regional Director and the Official Liquidator, with citations published in newspapers as directed by the Court. The RD confirmed no objections to the Scheme, stating that employees would seamlessly transition to the Transferee company. The OL's report also indicated no complaints against the proposed Scheme. Considering the approval from shareholders and creditors, along with positive reports from the RD and OL, the Court granted sanction to the Scheme under Sections 391 and 394 of the Act. The order specified compliance with statutory requirements and the transfer of assets, liabilities, and dissolution of the Transferor company without winding up. It was clarified that the order did not exempt the parties from stamp duty, taxes, or other legal obligations. Additionally, the Petitioner Transferor company agreed to deposit a sum in the Common Pool Fund of the OL voluntarily. In conclusion, the petition was allowed, and the order was to be given dasti, emphasizing the completion of necessary formalities within the specified time frame and compliance with legal provisions for the amalgamation process.
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