2012 (7) TMI 1126 - HC - Companies Law

Summary

Issues involved:
Petition filed u/s 391 & 394 of the Companies Act, 1956 for sanction to the Scheme of Amalgamation of two companies.

Details of the Judgment:
The Petitioner Companies sought sanction for the Scheme of Amalgamation of Grover Chits Pvt Ltd with SKS Buildhome Pvt Ltd. No proceedings u/s 235 to 251 of the Companies Act, 1956 were pending against the Petitioner Companies. Earlier, directions were sought for dispensation/convening of meetings, which were allowed by the Court. Notice of the present Petition was issued to the Regional Director and the Official Liquidator, with citations published in newspapers. The Official Liquidator reported no complaints against the proposed Scheme. The Regional Director highlighted the absence of a Share Valuation Report, which was countered by the Petitioners citing past court rulings. The Petitioners clarified the valuation exercise due to the merger being a wholly owned subsidiary case. The Petitioners also addressed issues regarding e-form filings and the nature of the Transferor Company's business. No objections were received to the Scheme of Amalgamation.

The Court, considering all representations and reports, granted sanction to the Scheme of Amalgamation u/s 391 and 394 of the Companies Act, 1956. The Petitioner Companies were directed to comply with statutory requirements, transfer all property, rights, powers, liabilities, and duties to the Transferee Company. The Transferor Company would stand dissolved without winding up upon the Scheme coming into effect. The order did not exempt from payment of stamp duty or other charges. The Petitioner Companies agreed to deposit a sum in the Common Pool fund of the Official Liquidator. The Petition was allowed accordingly.