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2015 (3) TMI 989 - HC - Companies LawApplication for Scheme of Arrangement under section 391 to 394 of the Companies Act, 1956 - Observations of Regional Director regarding compliance of provisions of satisfaction and creation of charges , Appointment date before incorporation date of resulting company , Compliance of Section 2(19AA) of the Income Tax Act , Non disclosure of related party transactions , Non filing of balance sheet , Non filing of list of shareholders along with the Annual Return and Non appearance of certain assets/ shares transferred, in books of accounts are duly complied with. Held that - In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation filed by the Regional Director, Northern Region the proposed Scheme of Arrangement, there appears to be no impediment to the grant of sanction to the Scheme of Arrangement. Consequently, sanction is hereby granted to the Scheme of Arrangement under Sections 391 and 394 of the Companies Act, 1956. - Scheme of Arrangement approved.
Issues:
Petition filed under sections 391 to 394 of the Companies Act, 1956 seeking sanction to the Scheme of Arrangement (De-merger) of companies. Analysis: 1. Scheme of Arrangement: The petition was filed seeking sanction to the Scheme of Arrangement involving the De-merger of the Demerged Company with three Resulting Companies. Details regarding the incorporation, capital, and resolutions of the Petitioner Companies were provided in the petition. 2. Compliance and Proceedings: The petition confirmed that no proceedings under sections 235 to 251 of the Companies Act, 1956 were pending against the Petitioner Companies. Previous directions for dispensation/convening of meetings were followed, and approvals were obtained from shareholders and creditors. 3. Regional Director's Concerns: The Regional Director raised concerns regarding charges, compliance with Income Tax Act provisions, related party transactions disclosure, and assets/shares not appearing in the Balance Sheet. Responses were provided by the Petitioner Companies addressing these concerns and undertaking to comply with statutory requirements. 4. Sanction of Scheme: With no objections received from any party, and considering approvals from shareholders and creditors, the Court granted sanction to the Scheme of Arrangement under Sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies were directed to comply with statutory requirements and transfer all property, rights, liabilities, and duties as per the Scheme. 5. Clarifications and Compliance: The order clarified that it did not grant exemption from stamp duty or any other charges, and the Petitioner Companies were required to file a certified copy of the formal order with the Registrar of Companies within 30 days. The order emphasized compliance with all legal requirements and specified that it did not exempt from any other specific legal obligations. 6. Conclusion: The petition was allowed, and the Scheme of Arrangement was sanctioned, ensuring the transfer of assets and liabilities as per the approved scheme. The order highlighted the importance of compliance with statutory provisions and legal obligations, emphasizing the need for adherence to all legal requirements despite the sanction of the scheme.
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