2012 (9) TMI 1197 - HC - Companies Law

Summary

Issues involved:
The judgment involves seeking sanction of the Scheme of Amalgamation of two companies u/s 391 to 394 of the Companies Act, 1956.

Details of the Judgment:

Issue 1: Dispensation of Meetings of Equity Shareholders and Creditors
- The Transferee Company sought dispensation of the Equity Shareholders' meeting, which was granted by the Court.
- The Transferor Company also sought dispensation of meetings of Equity Shareholders and Unsecured Creditors, which was approved due to consent given in writing.
- Subsequently, the petitions seeking sanction of the Scheme of Amalgamation were filed.

Issue 2: Admission of Petitions and Publication of Notices
- The Court admitted the petitions and directed the publication of notices in two newspapers.
- Notices were issued to the Regional Director and the Official Liquidator, with the petitions published in newspapers as directed.

Issue 3: Reports and Observations
- The Official Liquidator confirmed no prejudicial conduct in the affairs of the Transferor Company.
- The Regional Director made observations regarding amendment in the capital clause and filing of financial reports.
- The Transferee Company responded to the observations with justifications and explanations.

Issue 4: Court Decision and Sanction of Scheme
- After considering submissions and previous orders, the Court found objections raised by the Regional Director unsustainable.
- The Court sanctioned the Scheme of Amalgamation, determining it non-prejudicial to the members or public interest.
- The Transferor Company was directed to preserve its records and not dispose of them without prior permission.

Issue 5: Costs and Disposal of Petitions
- The Court determined the costs per petition and directed payment to the Central Government Standing Counsel and Official Liquidator.
- The petitions were disposed of with the mentioned terms, concluding the legal proceedings.