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2015 (10) TMI 601 - HC - Companies LawApproval of the Scheme of Amalgamation under Section 391 to 394 Petitioner appeals for the sanction of the Scheme of Amalgamation No objection has been received to the Scheme of Amalgamation from any party apart from the Regional Director who held that the Companies have not filed the due Balance Sheets Petitioner undertakes to submit consolidated balance sheet Held That - Sanction was granted to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956 - Petitioner will comply with the statutory requirements along with the filing of the certified copies to the ROC within 30 days - Petitioner shall deposit cost of ₹ 50,000/- in the Common Pool Fund of the Official Liquidator Decided in favour of the Petitioner.
Issues:
Petition filed under Sections 391 to 394 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation. Analysis: The petition was filed by the petitioner/transferor company under Sections 391 to 394 of the Companies Act, 1956 seeking approval for the Scheme of Amalgamation with the transferee company, as per Rule 9 of the Companies (Court) Rules, 1959. Both companies were located in New Delhi, falling under the jurisdiction of the Delhi High Court. The petitioner company was incorporated in 2002, while the transferee company was incorporated in 1982, both with the Registrar of Companies, NCT of Delhi & Haryana. The authorized and paid-up share capital details of both companies were provided in the petition. The Scheme of Amalgamation aimed at pooling resources and infrastructure of the entities for mutual benefit, enhancing operational efficiencies, and maximizing shareholder value. The proposed amalgamation would lead to the cancellation of equity shares held by the transferee company in the transferor company, as the latter was a wholly owned subsidiary of the former. The Board of Directors of the transferor company had approved the scheme, and the court had earlier dispensed with the requirement of convening meetings of shareholders and creditors for approval of the scheme. Notices were issued to the Regional Director and the Official Liquidator, with citations published in newspapers as required. The Official Liquidator reported no complaints against the scheme, and the Regional Director highlighted key aspects of the scheme related to employees, accounting treatment, and dissolution process. The Regional Director also requested the filing of balance sheets, which the petitioner company explained was pending due to the ongoing amalgamation process. No objections were received to the scheme, and with the approval of equity shareholders, along with no objections from the Official Liquidator and Regional Director, the court granted sanction to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The petitioner was directed to comply with statutory requirements within 30 days and was required to pay costs as agreed. The order clarified that it did not exempt the payment of stamp duty, and upon sanction, the transferor company would stand dissolved without winding up. In conclusion, the petition seeking sanction for the Scheme of Amalgamation was allowed by the court, with detailed considerations of compliance, approvals, and procedural requirements, ensuring a lawful and beneficial transition for the involved companies.
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