2016 (2) TMI 93 - HC - Companies Law

Scheme of Amalgamation is sanctioned. It is, however, directed that the petitioner Transferor Company shall preserve its books of accounts, papers and record and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956. The costs of both the petitions are determined at ₹ 7,500/each, payable to Shri Devang Vyas, learned Assistant Solicitor General of India. The petitioner Transferor Company is directed to pay an amount of ₹ 7,500/to the Official Liquidator.

Summary

Issues involved:
Petitions under Sections 391 to 394 of the Companies Act, 1956 for the Scheme of Amalgamation of two companies.

Analysis:
1. Dispensation of Shareholders' Meeting for Transferee Company:
- Transferee Company filed for dispensation of Equity Shareholders' meeting.
- Court ordered dispensation of Equity Shareholders' meeting for the Transferee Company as Creditors' meeting was deemed unnecessary.

2. Dispensation of Shareholders' Meetings for Transferor Company:
- Transferor Company sought dispensation of Equity Shareholders, Secured Creditors, and Unsecured Creditors' meetings.
- Court granted dispensation of all specified meetings for the Transferor Company.

3. Sanction of Scheme of Amalgamation:
- Petitioners filed Company Petitions seeking sanction for the Scheme of Amalgamation.
- Court admitted the petitions, directed notice issuance to relevant authorities, and publication in newspapers.
- Petitioners published notices in newspapers and filed supporting affidavits.
- Regional Director's affidavit raised an observation regarding Income Tax Department comments, seeking compliance.
- Transferee Company responded, citing lack of adverse remarks from the Income Tax Department within the stipulated period.
- Official Liquidator's Report confirmed no prejudicial conduct but requested preservation of records.
- After hearing all parties, Court granted sanction to the Scheme of Amalgamation with a directive for record preservation by Transferor Company.

4. Costs and Compliance:
- Costs of petitions determined and directed to be paid.
- Transferor Company instructed to preserve records and seek permission for disposal.
- Orders for stamp duty adjudication, filing with authorities, and dispensation of drawn-up order issued.
- Petitions disposed of accordingly.

This detailed analysis covers the legal proceedings and outcomes of the judgment involving petitions for amalgamation, dispensation of meetings, compliance with regulatory requirements, and final sanction by the Court, ensuring all relevant aspects are addressed comprehensively.