2015 (3) TMI 66 - HC - Companies Law

Sanction of the Scheme of Amalgamation - Concerns of the Regional Director regarding appointment date, non-compliance of sec.295 & non disclosure of related party transactions duly addressed - 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. Consequently, 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. It is, however, clarified that this order 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; or permission/ compliance with any other department which may be specifically required under any law. - Scheme of Amalgamation approved.

Summary

Issues:
Petition under sections 391 to 394 of the Companies Act, 1956 for sanction of Scheme of Amalgamation.

Analysis:
The petition filed sought sanction for the Scheme of Amalgamation of two companies, with details provided regarding their incorporation, capital structure, and approvals obtained. Previous court directions had dispensed with the requirement of convening meetings. The Official Liquidator and Regional Director were notified, and their reports indicated no objections to the scheme. Concerns were raised about the appointed date, but the companies defended their decision based on shareholder prerogative. Legal precedents were cited to support the appointed date. The Income Tax Authorities were allowed to assess income, and the companies committed to filing revised returns if necessary. Concerns about non-compliance with certain provisions were addressed by the companies in their reply affidavits. The Registrar of Companies was granted the liberty to independently examine the books of accounts. No objections were received from any party, and approval was granted for the Scheme of Amalgamation. The companies were directed to comply with statutory requirements and file a certified copy of the order with the Registrar of Companies. Transfer of assets and liabilities to the Transferee Company was authorized without further act or deed. The order did not exempt from payment of stamp duty or taxes. The companies agreed to deposit a sum in the Common Pool fund of the Official Liquidator voluntarily. The petition was allowed in the specified terms.