2016 (2) TMI 49 - HC - Companies Law

Scheme of Amalgamation deserves to be sanctioned as on perusal of the Scheme and other documents on record, it appears that the requirements of the provisions of sections 391 to 394 of the Companies Act, 1956 are satisfied. The Scheme appears to be in the interest of the shareholders and creditors.

Summary

Issues:
1. Sanctioning of the Scheme of Amalgamation of two companies.
2. Dispensing with the convening and holding of meetings of Equity Shareholders, Secured Creditor, and Unsecured Creditor.
3. Compliance with provisions of Companies Act, FEMA, RBI guidelines, and Income Tax Act.
4. Report by the Official Liquidator.
5. Approval and sanctioning of the Scheme by the Court.

Analysis:

Issue 1: Sanctioning of the Scheme of Amalgamation
The petitions were filed by two companies seeking the sanction of the Scheme of Amalgamation of Mediscribes Solutions (India) Private Limited with White Pearl Web Private Limited. The Court admitted the Company Petitions and directed the issuance of notices to relevant authorities and the publication of the notice in newspapers.

Issue 2: Dispensing with Meetings
Meetings of Equity Shareholders, Secured Creditor, and Unsecured Creditor were dispensed with as consent to the Scheme was received from all Equity Shareholders. The Court noted the absence of Secured or Unsecured Creditors for one of the companies.

Issue 3: Compliance with Legal Provisions
The Regional Director highlighted the need for compliance with various legal provisions, including the Companies Act, FEMA, RBI guidelines, and the Income Tax Act. The companies provided necessary forms, paid fees, and undertook to comply with the requirements.

Issue 4: Report by Official Liquidator
The Official Liquidator's report stated that the affairs of one of the companies were not prejudicial to the interests of its members or the public. The company ensured compliance with the observations made by the Official Liquidator.

Issue 5: Approval and Sanctioning of the Scheme
After considering all facts and documents, the Court found that the requirements of the Companies Act were satisfied, and the Scheme was in the interest of shareholders and creditors. The Court approved and sanctioned the Scheme, granting the prayers made in the Company Petitions.

In conclusion, the Court allowed the petitions, approved the Scheme, and quantified the fees of relevant parties. The filing and issuance of orders were dispensed with, and all concerned authorities were directed to act on a copy of the order duly authenticated by the Registrar.