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2013 (11) TMI 87 - HC - Companies LawSanction of the Scheme of Amalgamation - Held that - In view of the approval accorded by the shareholders of the Petitioner Transferor Company as well as the Transferee Company by giving their consent to the Scheme in writing and the Court waiving the convening and holding of the meetings of the shareholders and the creditors of the Petitioner Transferor Company by order dated 5th December, 2012; representation/reports filed by the RD and the OL to the proposed Scheme and the reply Affidavit in response to the reports of the RD and the OL filed by the Petitioner Transferor Company 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 and 394 of the Act. The Petitioner Transferor Company will comply with the statutory requirements in accordance with law - The certified copy of the order shall be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of Sections 391 and 394 of the Act and in terms of the Scheme, the whole of the undertaking, business, properties, assets, rights and powers of the Petitioner Transferor Company be transferred to and vest in the Transferee Company as a going concern without any further act or deed. Similarly, in terms of the Scheme, all the liabilities, duties and obligations of the Petitioner Transferor Company be transferred to and vest in the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Petitioner Transferor Company shall stand dissolved without winding up - Petition allowed.
Issues:
Petition under Sections 391 to 394 of the Companies Act, 1956 for sanction of Scheme of Amalgamation between two companies. Detailed Analysis: 1. Jurisdiction and Details of Companies: The petition involves the Petitioner Transferor Company seeking sanction for amalgamation with the Transferee Company. The registered offices of the companies are in Delhi and Mumbai, respectively. Details regarding their capital, incorporation dates, and financial statements have been provided. 2. Scheme Details and Resolutions: The petition includes copies of the Memorandum and Articles of Association, audited accounts, and resolutions of the Boards of Directors approving the Scheme. The Scheme entails the cancellation of shares held by the Transferee Company in the Petitioner Transferor Company. 3. Dispensation from Shareholder Meetings: Previous orders allowed dispensation from convening shareholder and creditor meetings. The Petitioner Transferor Company clarified that the Scheme does not affect the rights of shareholders or creditors of the Transferee Company. 4. Compliances and Reports: The Regional Director and Official Liquidator submitted reports regarding compliance with FEMA regulations and the Scheme's impact on creditors. The Petitioner Transferor Company assured compliance with FEMA requirements and addressed concerns raised by the Official Liquidator. 5. Approval and Dissolution: Shareholders of both companies approved the Scheme, and no objections were received. The Court granted sanction for the Scheme under Sections 391 and 394 of the Act. The Petitioner Transferor Company will comply with statutory requirements, and the company will be dissolved without winding up upon the Scheme's effect. 6. Transfer of Assets and Liabilities: The order mandates the transfer of the companies' assets, rights, powers, liabilities, duties, and obligations to the Transferee Company without further action. The Petitioner Transferor Company will deposit a sum in the Common Pool Fund of the Official Liquidator voluntarily. 7. Clarifications and Compliance: The order clarifies that it does not exempt the companies from stamp duty, taxes, or other charges as per law. It also emphasizes compliance with any specific requirements under the law. In conclusion, the judgment grants sanction for the amalgamation scheme, ensuring a smooth transfer of assets and liabilities between the companies while emphasizing compliance with legal and regulatory obligations.
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