2016 (1) TMI 584 - HC - Companies Law

Scheme of Amalgamation - Held that - Compliance of procedural requirements contemplated under the Act and the relevant Rules, on due consideration of the reports of Regional Director, Northern Region, Ministry of Corporate Affairs, and the Official Liquidator, the Scheme of Amalgamation is hereby sanctioned. The assets and liabilities of the Amalgamating Companies No. 1 and 2 shall stand vested in the Amalgamated Company. The Amalgamating Companies shall be dissolved without being wound up. The Amalgamated Company shall be required to comply with the procedural requirements with regard to all conditions stipulated under the Income Tax Act. The Scheme shall be binding on the Amalgamating and Amalgamated Companies, their respective Shareholders, Creditors and all concerned. Let formal order of sanction of the Scheme of Amalgamation be drawn in accordance with law and its certified copy be filed with the Registrar of Companies within 30 days from the date, other requisite permissions are received by the petitioner company. Notice of the order be published in the Indian Express (English) and and Jansatta (Hindi), both Delhi/ NCR Editions, and in the official Gazette of Government of Haryana. Any person interested shall be at liberty to apply to the Court for any direction(s) as per law. Learned counsel for the petitioner companies stated that the petitioner Amalgamated Company would voluntarily deposit a sum of ₹ 1,00,000/- in the Common Pool Fund Account of the Official Liquidator within one month.

Summary

Issues involved:
Petition for sanctioning Scheme of Amalgamation, jurisdiction of the Court, approval of the Scheme by the Board of Directors, dispensing with convening meetings of shareholders and creditors, compliance with notice requirements, permission to place amended Scheme on record, report by Official Liquidator on pending litigation, confirmation of no investigations or proceedings pending, sanctioning of the Scheme, vesting of assets and liabilities, dissolution of Amalgamating Companies, compliance with procedural requirements under the Income Tax Act, binding nature of the Scheme, filing of formal order, publication of notice, liberty to apply for directions, voluntary deposit in Common Pool Fund Account, disposal of the petition.

Analysis:

The High Court dealt with a petition seeking the sanctioning of a Scheme of Amalgamation involving multiple petitioner companies. The petition highlighted that the registered office of the petitioner companies was located within the jurisdiction of the Court. The main objects of the companies and the approval of the Scheme by their respective Board of Directors were detailed. In an earlier order, the Court dispensed with the need for convening meetings of shareholders and creditors due to the absence of certain creditors, and the first motion petition was disposed of accordingly.

For the second motion petition, notices were issued to relevant authorities and published as per directions. An application was filed for permission to place an amended Scheme of Amalgamation on record, which was granted. The report by the Official Liquidator raised concerns about pending litigation involving the Amalgamating Companies. However, the amended Scheme addressed the issue of pending litigations, ensuring they would be managed by the Amalgamated Company.

The Court considered reports from the Regional Director and the Official Liquidator, confirming no objections to the Scheme. After reviewing all relevant facts and procedural compliance, the Court sanctioned the Scheme of Amalgamation. The assets and liabilities of the Amalgamating Companies were to be vested in the Amalgamated Company, leading to the dissolution of the former without winding up. The Amalgamated Company was directed to adhere to procedural requirements under the Income Tax Act.

The Court emphasized the binding nature of the Scheme on all concerned parties, including shareholders and creditors. Instructions were provided for the filing of a formal order, publication of notice, and the liberty for interested parties to seek directions from the Court. Additionally, the petitioner companies agreed to make a voluntary deposit in the Common Pool Fund Account. Subsequently, the petition was disposed of in accordance with the Court's decision.