2016 (2) TMI 3 - HC - Companies Law

Scheme of Amalgamation - As the requirements of the provisions of sections 391 to 394 of the Companies Act, 1956 are satisfied. The Scheme appears to be genuine and bonafide and in the interest of the shareholders and creditors. This Court, therefore, considers it proper to allow Company Petitions and approve the Scheme. The Scheme stands sanctioned and the prayers made in the respective Company Petitions are granted.

Summary

Issues:
1. Sanctioning of the Scheme of Amalgamation of two companies.
2. Compliance with various regulatory guidelines.
3. Observations and reports by the Regional Director and Official Liquidator.
4. Correction of a typing error in the order.
5. Approval and sanctioning of the Scheme.

Analysis:
1. The petitions involved seeking the sanction of the Scheme of Amalgamation of two companies, AMIL Enterprises Private Limited (Transferor Company) and Honeyvick Enterprises Private Limited (Transferee Company). The Court had earlier dispensed with the meetings of Equity Shareholders and Unsecured Creditors for both companies due to consent affidavits received from all Equity Shareholders. The absence of Secured Creditors was noted. The Court admitted the Company Petitions and directed the issuance of notices to relevant authorities.

2. The Regional Director raised concerns regarding compliance with SEBI guidelines, RBI guidelines for Non-Banking Financial Institutions, and Income Tax Act. The Petitioner Companies responded, stating the Scheme's compliance with relevant regulations. The Court found the responses satisfactory and noted compliance with the observations made by the Regional Director.

3. The Official Liquidator submitted a report stating no prejudicial conduct in the affairs of AMIL Enterprises Private Limited. The Petitioner Company assured compliance with the Official Liquidator's observations. The Court emphasized that statutory liabilities must be upheld even after the Scheme's sanction.

4. A typing error in the order was corrected upon the Petitioner's request, ensuring accuracy in the legal documentation process.

5. After considering all facts, the Court found the Scheme genuine, bonafide, and in the interest of shareholders and creditors. The requirements of the Companies Act were met, leading to the approval and sanctioning of the Scheme. Fees for legal representatives and the Official Liquidator were quantified and directed to be paid by the Transferee Company. The issuance of drawn-up orders was dispensed with, and authorities were instructed to act on the authenticated copy of the order along with the Scheme provided by the High Court Registrar within a specified timeframe.