2012 (7) TMI 1073 - HC - Companies Law

Summary

Issues involved:
The sanction of a Scheme of Arrangement u/s 391 to 394 of the Companies Act, 1956 between two companies - PARIDHI PROPERTIES LIMITED (Transferor Company) and LUMINAIRE TECHNOLOGIES LIMITED (Transferee Company).

Details of the Judgment:

1. The Petitioners have complied with all requirements as per court directions and filed necessary affidavits of compliance. They undertake to comply with statutory requirements under the Companies Act, 1956 and its Rules.

2. The Official Liquidator's report states that the affairs of the Transferor Company have been properly conducted and recommends its dissolution.

3. The Regional Director raised concerns regarding the Scheme, including the treatment of reserves, extension of the approval period, and compliance with changes in the Memorandum of Association of the Transferee Company.

4. The Petitioner/Transferee Company undertakes to address the Regional Director's concerns by styling the reserve as "Capital Reserve," extending the approval period, and filing the amended Memorandum of Association with the Registrar of Companies.

5. The Scheme is deemed fair, reasonable, compliant with the law, and not against public policy, with no opposition from any party involved.

6. Both Company Scheme Petitions are made absolute, and the Petitioner Companies are directed to lodge a copy of the order and the Scheme for stamp duty adjudication and file them with the Registrar of Companies within specified timelines.

7. The Petitioners are directed to pay costs to the Regional Director and the Official Liquidator, with a dispensation of filing and issuance of the drawn-up order.

8. All authorities are instructed to act on the order and authenticated Scheme provided by the Company Registrar, High Court (O.S.), Bombay.