2016 (2) TMI 722 - HC - Companies Law

Scheme of Amalgamation - Restructuring of capital - Held that - Taking into account the contentions raised in the affidavits and reply affidavits, and the submissions advanced during the course of hearing, this Court is of the view that the observations made by the Regional Director, Ministry of Corporate Affairs, are answered satisfactorily. It appears that the present Scheme of Arrangement is in the interest of the shareholders and creditors of all the companies as well as in the public interest and the same deserves to be sanctioned. The proposed Scheme of Arrangement in nature of amalgamation as well as restructure of capital is, hereby, sanctioned. The Reduction of Equity Share Capital of the Transferee Company is, hereby, confirmed.

Summary

Issues:
Petitions for sanction of a Scheme of Amalgamation under Companies Act, 1956.

Analysis:
1. The petitions were filed by two companies for the sanction of a Scheme of Amalgamation under sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956. Both companies are subsidiaries of Sophos Ltd., UK, and part of the Sophos Group engaged in IT security products and services. The proposed amalgamation aims to achieve synergic benefits and enhance business efficiency.

2. The proposed Scheme involves the cancellation of Equity and Cumulative Compulsorily Convertible Preference Shares of the Transferor Company, leading to a reduction in the Equity Share Capital of the Transferee Company. The Scheme was approved by shareholders and creditors, and no objections were received post-publication. The Official Liquidator recommended dissolution of the Transferor Company with directions to preserve records and comply with statutory liabilities.

3. The Court considered observations by the Central Government regarding compliance with FEMA, RBI guidelines, and Income Tax Act. The petitioner companies assured compliance with applicable laws. Rectifications were made for the reduction of Equity Share Capital, and the Court found the Scheme to be in the interest of shareholders, creditors, and public interest, sanctioning the Scheme of Arrangement and confirming the reduction of Equity Share Capital.

4. The Court granted the prayers in the Company Petitions, disposed of the petitions, and quantified costs to be paid to the Central Government Standing Counsel and the Office of the Official Liquidator. The petitioner companies were directed to lodge the order and Scheme for stamp duty adjudication, file with the Registrar of Companies, and act on the authenticated copy of the order promptly. Filing and issuance of the drawn-up order were dispensed with for efficiency.