2016 (1) TMI 622 - HC - Companies Law

Sanction of Scheme of merger - Scheme of merger is hereby sanctioned with the direction to follow all the procedural formalities.

Summary

Issues:
Sanctioning of Scheme of merger by the High Court.

Detailed Analysis:
The petition before the Punjab and Haryana High Court sought the approval of a Scheme of merger between two companies. The registered office of both companies was in Gurgaon, falling under the jurisdiction of the Court. The main objects of the Transferor and Transferee companies were detailed in their respective Memorandum and Articles of Association. The Board of Directors of both companies had approved the Scheme in meetings held on 20.3.2015.

Earlier orders had dispensed with the need for certain meetings of shareholders and creditors, and relevant notices were published in newspapers and official gazettes. The second motion petition was filed, and notices were issued to the Regional Director, Ministry of Corporate Affairs, and the Official Liquidator. The report submitted by the Official Liquidator stated that the company's affairs were not conducted prejudicially, and provisions in the Scheme addressed pending litigations.

After hearing arguments, the Court found that the Scheme adequately addressed pending litigations, including tax-related issues. The Scheme specified that all proceedings against the Transferor company would continue against the Transferee company, which would assume all responsibilities. The compliance with procedural requirements under the relevant laws was noted, and the Scheme was sanctioned.

The assets and liabilities of the Transferor Company were to be vested in the Transferee Company, leading to the dissolution of the Transferor without winding up. The Transferee Company was directed to comply with procedural requirements under the Income Tax Act and Accounting Standards issued by the Institute of Chartered Accountants of India. The Scheme was declared binding on both companies, their shareholders, creditors, and all concerned parties.

A formal order of sanction was to be drawn and filed with the Registrar of Companies within 30 days. Public notices of the order were to be published, and interested parties were given the liberty to apply for directions as per law. Additionally, the Transferee Company agreed to deposit a sum in the Common Pool Fund Account of the Official Liquidator, which was accepted by the Court, leading to the disposal of the petition.