2015 (3) TMI 727 - HC - Companies Law

Application for sanction of Scheme of Amalgamation - 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. - Petition of Scheme of amalgamation approved.

Summary

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

Analysis:
The petition was filed for the sanction of the Scheme of Amalgamation of two companies, referred to as the Transferor Company and the Transferee Company. The petition included details such as the dates of incorporation, authorized capital, issued capital, subscribed capital, and paid-up capital of the companies. The Memorandum and Articles of Association, along with the Annual Accounts and Balance Sheet for the year ended 31st March, 2013, were also enclosed with the petition. Resolutions approving the Scheme of Amalgamation were passed by the Board of Directors of both companies.

The Court had earlier allowed the dispensation of convening meetings of shareholders and creditors of the companies. Notices were issued to the Regional Director and the Official Liquidator, and citations were published in newspapers as per the court's direction. The Official Liquidator confirmed in a report that no complaints were received against the proposed Scheme and that the affairs of the Transferor Company were not conducted in a prejudicial manner. The Regional Director stated that all employees of the Transferor Company would seamlessly transition to the Transferee Company post the amalgamation.

The Income Tax Department sought certain documents from the companies, which were duly submitted by the Transferee Company. Despite notice, no comments or reply were received from the Income Tax Authorities regarding the Scheme. The Regional Director confirmed that no objections were received from any party, and the Director of the Transferee Company affirmed the absence of objections to the Scheme.

Based on the approvals of shareholders and creditors, along with the reports filed by the Regional Director and the Official Liquidator, the Court found no impediment to granting sanction to the Scheme of Amalgamation. The Court granted sanction under Sections 391 and 394 of the Companies Act, 1956, with instructions for compliance with statutory requirements. The order clarified that it did not exempt from payment of stamp duty or other charges and directed the companies to deposit a sum in the Common Pool fund of the Official Liquidator voluntarily.

In conclusion, the petition was allowed, and the companies were directed to file a certified copy of the order with the Registrar of Companies within 30 days. The transfer of property, rights, powers, liabilities, and duties between the companies was to take effect without any further act or deed, leading to the dissolution of the Transferor Company.