2016 (4) TMI 1408 - HC - Companies Law

Approval of scheme of amalgamation - section 230 to 232 of Companies Act - HELD THAT - In view of the approval accorded to the scheme by the shareholders and creditors (i.e. secured and unsecured) of the petitioners and given the fact that the RD and the OL have not articulated any objections to the scheme as indicated above in my opinion there appears to be no impediment in the grant of sanction to the scheme. Consequently sanction is granted to the scheme in terms of Section 391 and 394 of the Act. Application allowed.

Summary

Issues involved:
Petition for approval of scheme of amalgamation under Sections 391 and 394 of the Companies Act, 1956.

Detailed Analysis:
1. Approval of Scheme by Board of Directors: The Board of Directors of the transferor and transferee companies unanimously approved the scheme in separate meetings, highlighting the benefits of the amalgamation in simplifying ownership structure, reducing costs, and optimizing resource utilization.

2. Previous Court Order Dispensing Meetings: A previous court order had dispensed with the requirement of convening meetings of shareholders and creditors as all necessary consents were obtained, ensuring compliance with procedural formalities.

3. Publication and Responses: Notices were issued, and citations were published to ensure transparency. The Regional Director and Official Liquidator did not raise any objections to the scheme, indicating compliance with legal requirements.

4. Employee Transition and Consideration: The scheme outlined provisions for the seamless transition of employees from transferor to transferee company without interruption in service or adverse changes in employment terms. No consideration was payable as the transferor companies were wholly owned subsidiaries of the transferee.

5. Dissolution and Accounting Standards: The scheme specified that transferor companies would stand dissolved without winding up, and the transferee company would follow the pooling of interest method as per Accounting Standard 14.

6. Transfer of Business and Liabilities: The scheme detailed the transfer of business, assets, liabilities, and obligations from transferor to transferee companies as per Sections 391 and 394 of the Act, ensuring a smooth transition of operations.

7. Sanction of Scheme: Considering shareholder and creditor approvals, lack of objections from regulatory authorities, and compliance with legal provisions, the court granted sanction to the scheme, with a directive for statutory compliance and filing of the order with the Registrar of Companies.

8. Undertaking and Compliance: The transferee company was directed to file an undertaking to assume all liabilities of transferor companies, with a warning that any violations or deficiencies would not be exempted by the court's sanction.

9. Legal Clarity and Non-exemption: The court clarified that the order did not grant exemption from stamp duty, taxes, or penalties, emphasizing compliance with all legal provisions despite the scheme's approval.

In conclusion, the court allowed and disposed of the petition, emphasizing the importance of adherence to statutory requirements and legal obligations in the amalgamation process.