2016 (1) TMI 669 - HC - Companies Law

Scheme of Amalgamation - Held that - In view the procedural requirements under Section 391 to 394 of the Companies Act, 1956 and as well as relevant affidavit and rules and due consideration of the reports of the Regional Director, Ministry of Corporate Affairs, Noida, and the Official Liquidator, the Scheme of Amalgamation of Petitioner Company-1/Amalgamating Company, Petitioner company-2/ Amalgamating Company and Petitioner Company-3/ Amalgamated Company is hereby sanctioned and both the Amalgamating Companies shall be dissolved without being wound up. The Scheme shall be binding on Petitioner Company-1/Amalgamating Company, Petitioner Company-2/ Amalgamating Company and Petitioner Company-3/Amalgamated Company their respective Shareholders and creditors, and all concerned. Let the formal order of sanction of Scheme of Amalgamation be drawn in accordance with law and certified copy of the same be filed with the Registrar of Companies within 30 days from the receipt of the same. Copy of this order be published in Indian Express (English), Jansatta (Hindi) both Delhi/NCR editions and Official Gazette of Haryana. Any interested person shall be at liberty to apply to this Court for any directions as per law. It is made clear that in case any demand in future is made by the Income Tax from the Petitioner/Amalgamating Company-1 & 2, the Amalgamated Company shall make the payment.

Summary

Issues:
1. Sanction of Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956.
2. Dispensing with the meetings of equity shareholders and unsecured creditors.
3. Examination of the Board of resolution of amalgamation.
4. Verification of assets and liabilities transfer details.
5. Investigation proceedings under Sections 235 to 251 of the Companies Act, 1956.
6. Dissolution of Amalgamating Companies.
7. Binding nature of the Scheme of Amalgamation on shareholders and creditors.
8. Compliance with procedural requirements under the Companies Act, 1956.

Analysis:
1. The judgment pertains to a petition filed for the sanction of a Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956. The Court, in a previous order, dispensed with the requirement of holding meetings of equity shareholders and unsecured creditors of the Amalgamating and Amalgamated Companies due to the absence of secured creditors. The first motion petition was disposed of accordingly.

2. The Board of resolution of amalgamation of the Amalgamating Companies and the Amalgamated Company was examined, with copies annexed to the petition. The main objects of each company were detailed in their respective Memorandum and Articles of Association, forming an essential part of the scheme.

3. The assets and liabilities transfer details were thoroughly verified through reports submitted by the Regional Director, Ministry of Corporate Affairs, and the Official Liquidator. The appointed date for the scheme was discussed, with a decision made not to shift it based on the details becoming part of the formal orders of the Court.

4. Investigation proceedings under Sections 235 to 251 of the Companies Act, 1956, were confirmed not to be pending against the involved companies, ensuring compliance with legal requirements for amalgamation.

5. The Court sanctioned the Scheme of Amalgamation, leading to the dissolution of the Amalgamating Companies without winding up. The Scheme was declared binding on the respective companies, their shareholders, and creditors, with a directive to file a formal order of sanction with the Registrar of Companies.

6. The judgment emphasized compliance with procedural requirements under the Companies Act, 1956, and directed the publication of the order in specified newspapers and the Official Gazette of Haryana. Interested parties were granted the liberty to seek directions from the Court as per the law.

7. Notably, a provision was made regarding future demands from the Income Tax Department, specifying that the Amalgamated Company would be responsible for any such payments. The Company Petition was disposed of accordingly, concluding the legal proceedings related to the Scheme of Amalgamation.