2015 (3) TMI 326 - HC - Companies Law

Application for proposed Scheme of amalgamation - Observations of regional director related to compliance with RBI guidelines as regard to FEMA for foreign transactions duly addressed - Held that - In view of the approval accorded by the Shareholders and Creditors (secured and Unsecured) 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 approved.

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

Analysis:
The petition was filed for the Scheme of Amalgamation involving three companies. The registered offices of the companies were in New Delhi. Details regarding the incorporation and capital structure of the companies were provided in the petition. Resolutions approving the Scheme were passed by the Board of Directors. No pending proceedings under specific sections of the Companies Act, 1956 were highlighted. Previous court directions for dispensing meetings were mentioned, and the present petition sought sanction for the Scheme. Notices were issued to relevant authorities, and publications were made in newspapers as directed by the court. The Official Liquidator's report stated no complaints against the Scheme, and the Regional Director supported the Scheme, highlighting employee benefits and compliance with regulatory guidelines.

The Regional Director emphasized the Transferee Company's compliance with RBI regulations for foreign exchange transactions. The Transferee Company provided an undertaking to adhere to RBI guidelines. Concerns raised by the Regional Director were addressed by the Petitioners. No objections were received from any party regarding the Scheme. Shareholders and Creditors approved the Scheme, and reports from the Regional Director and Official Liquidator supported the Scheme. Sanction was granted to the Scheme under sections 391 and 394 of the Companies Act, 1956. The companies were required to comply with statutory requirements. The order mandated filing a certified copy with the Registrar of Companies within 30 days. Property, rights, powers, liabilities, and duties were to be transferred to the Transferee Company, leading to the dissolution of the Transferor Company without winding up.

The order clarified that it did not exempt from stamp duty or other charges and did not waive compliance with any specific legal requirements. The Petitioner Companies agreed to deposit a sum in the Official Liquidator's fund voluntarily. The petition was allowed as per the terms mentioned, with the order for immediate action.

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