2012 (3) TMI 633 - HC - Companies Law

Summary

Issues involved:
The petitions seek sanction of a Scheme of Amalgamation between Vini Sales and Distribution Pvt. Ltd. and Vini Cosmetics Pvt. Ltd.

Company Application No. 434 of 2011 - Dispensation of Meetings:
- Vini Sales and Distribution Pvt. Ltd., the transferor company, sought dispensation of meetings of equity shareholders and unsecured creditors, as consents were obtained.
- The Court ordered dispensation of meetings for equity shareholders and unsecured creditors of the transferor company.

Company Application No. 435 of 2011 - Dispensation of Meetings:
- Vini Cosmetics Pvt. Ltd., the transferee company, also sought dispensation of meetings for equity shareholders and unsecured creditors, as consents were obtained.
- The Court ordered dispensation of meetings for equity shareholders and unsecured creditors of the transferee company.

Company Petitions for Sanction of Scheme:
- Following the dispensation orders, the present Company Petitions were filed seeking sanction of the Scheme of Amalgamation.

Orders and Directions:
- The Court made orders of admission for both petitions and directed notice issuance to the Regional Director and Official Liquidator.
- Notices of the petitions were published in specified newspapers.
- Affidavits confirmed no objections received against the scheme.

Reports and Recommendations:
- The Official Liquidator confirmed no prejudicial conduct by the transferor company but requested preservation of records and payment of costs.
- The Regional Director made observations, to which the petitioner responded satisfactorily.

Final Decision:
- After considering all submissions, the Court sanctioned the Scheme of Amalgamation with directions for record preservation.
- Costs were quantified for the Central Government Standing Counsel and the Official Liquidator, to be paid by the respective companies.