2015 (3) TMI 284 - HC - Companies Law

Application for Scheme of Amalgamation - Observation of Regional Director regarding violation of provision of the Urban Land (Ceiling & Regulation) Act, 1976 fully 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. - Scheme of amalgamation approve.

Issues:
1. Sanction of Scheme of Amalgamation under sections 391 to 394 of the Companies Act, 1956.
2. Jurisdiction of the Court over the Petitioner and Non-Petitioner Companies.
3. Compliance with statutory requirements by the Petitioner Companies.
4. Reports and observations from the Official Liquidator and Regional Director.
5. Addressing concerns regarding land ownership and compliance with land ceiling limits.
6. Approval by Shareholders and Creditors.
7. Transfer of undertaking, property, rights, and powers to the Transferee Company.
8. Clarification regarding exemption from stamp duty, taxes, and compliance with other laws.
9. Voluntary deposit by Petitioner Companies in the Common Pool fund of the Official Liquidator.

Analysis:

The judgment concerns the sanction of a Scheme of Amalgamation under sections 391 to 394 of the Companies Act, 1956, involving multiple Transferor Companies and a Transferee Company. The Petitioner Companies sought approval for the Scheme, which was enclosed with the petition. The Court noted the jurisdiction of the Petitioner Companies within its jurisdiction in New Delhi, while the Non-Petitioner Companies were situated in Gurgaon. Details regarding the incorporation and capital of the Petitioner Companies were provided along with necessary documents like Memorandum, Articles of Association, and audited accounts. Resolutions approving the Scheme were passed by the Boards of Directors of both Petitioner and Non-Petitioner Companies.

The Court acknowledged that no proceedings under specific sections of the Companies Act, 1956, were pending against the Petitioner Companies. Previous orders dispensing with certain meetings of shareholders and creditors were highlighted, along with the unanimous approval of the proposed Scheme. The compliance with notice requirements, including publication in newspapers, was confirmed. Reports from the Official Liquidator and Regional Director were submitted, indicating no objections and affirming the employees' continuity post-amalgamation.

An observation by the Regional Director regarding land ownership and compliance with land ceiling limits was addressed by the authorized signatory of the Petitioner Companies. The Court considered similar observations in a previous case and the explanations provided. No objections were received to the Scheme, and approvals from Shareholders and Creditors were obtained. The Court, after reviewing all submissions and reports, granted sanction to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956.

The order specified the transfer of undertaking, property, rights, and powers to the Transferee Company without further formalities. It clarified that the order did not exempt from stamp duty, taxes, or other charges and emphasized compliance with all relevant laws. Additionally, the Petitioner Companies agreed to deposit a sum in the Common Pool fund of the Official Liquidator voluntarily. The Petition was allowed in the specified terms, with instructions for filing a certified copy of the order and compliance with statutory requirements within the stipulated timeline.

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