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2016 (2) TMI 177 - HC - Companies LawScheme of Amalgamation - Scheme of arrangement is in the interest of the shareholders and creditors of all the companies as well as in the public interest, therefore, the same deserves to be sanctioned. It is, however, directed that the petitioners shall preserve their books of Accounts, papers and records and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956. The petitioner shall further ensure statutory compliance of all applicable laws. On the sanctioning of the Scheme of Amalgamation, the petitioner Companies shall not be absolved of any of their statutory liabilities.
Issues Involved:
Petitions filed under Sections 391 to 394 of the Companies Act, 1956 seeking sanction for a Composite Scheme of Arrangement involving Demerger and Merger. Detailed Analysis: 1. Dispensation of Meetings: The Transferee/Demerged Company sought dispensation of meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors, which was granted by the Court. Similar dispensations were granted for other Transferor Companies as well as the Resulting Company, based on the specific circumstances of each entity. 2. Admission of Petitions: The Court admitted the petitions seeking sanction for the Composite Scheme of Arrangement and directed the issuance of notices to relevant authorities, including the Regional Director and Official Liquidator. The notices were published in English and vernacular newspapers, ensuring compliance with procedural requirements. 3. Response to Observations: The Regional Director raised observations regarding name changes, property schedules, and Income Tax Department comments. The petitioner companies responded, justifying proposed name changes as integral to the scheme, clarifying the submission of property schedules post-sanction, and addressing the absence of adverse remarks from the Income Tax Department. 4. Reports by Official Liquidator: The Official Liquidator confirmed that the Transferor Companies' affairs were not prejudicial and requested preservation of records. The Court directed the Transferor Companies to preserve records and seek permission before disposal, in line with legal provisions. 5. Sanction of Scheme: After considering submissions, reports, and the Scheme of Arrangement, the Court granted sanction to the proposed scheme. It emphasized the preservation of records by Transferor Companies and imposed costs payable to relevant authorities. 6. Compliance and Lodgment: The Court directed the lodgment of orders, asset schedules, and the Scheme for stamp duty adjudication within a specified period. It also mandated the filing of orders and the Scheme with the Registrar of Companies electronically and physically. 7. Issuance of Orders: Dispensation of the drawn-up order was allowed, with authorities instructed to act on an authenticated copy promptly. The Registrar was directed to issue authenticated copies efficiently for further compliance. 8. Disposal of Petitions: Finally, the petitions were disposed of in accordance with the Court's orders, concluding the legal process related to the Composite Scheme of Arrangement. This detailed analysis outlines the procedural steps, responses to observations, official reports, sanction of the scheme, compliance requirements, and final directives issued by the Court in the legal judgment.
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