2012 (8) TMI 1194 - HC - Companies Law

Summary

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

Details of the judgment:
1. Petition filed seeking sanction to the Scheme of Amalgamation involving multiple companies situated in New Delhi jurisdiction.
2. Confirmation that no proceedings u/s 235 to 251 of the Companies Act, 1956 pending against the Petitioner Companies.
3. Previous order allowed dispensation of meetings for Shareholders and Creditors, leading to the current Petition for sanction.
4. Notice of the Petition issued to Regional Director, Northern Region, and Official Liquidator, with citations published in newspapers. Affidavit of Service and Publication filed showing compliance.
5. Official Liquidator's report stated no complaints against the proposed Scheme and no prejudicial conduct by Transferor Companies.
6. Regional Director's report highlighted that employees of Transferor Companies will seamlessly transition to Transferee Company post-sanction.
7. Regional Director raised concern about the Appointed Date being prior to Transferee Company's incorporation.
8. Petitioners clarified that the Appointed Date can be fixed retrospectively or prospectively, emphasizing the importance of the Effective Date for transfer.
9. Reference made to a previous judgment supporting the Petitioners' stance on the Appointed Date issue.
10. Previous orders of the Court rejecting similar objections by the Regional Director were cited in support of the Petitioners' position.
11. Court overruled the Regional Director's objection, emphasizing the importance of the Transferee Company's incorporation date aligning with the Scheme's effective date.
12. No objections received from any other party, and confirmation of the same by the Director of the Transferee Company.
13. Approval granted to the Scheme of Amalgamation based on Shareholders' and Creditors' approval, reports from Regional Director and Official Liquidator, with instructions for compliance with statutory requirements.
14. Petitioner Companies to deposit a sum in the Common Pool fund of the Official Liquidator voluntarily.
15. The Petition allowed in the terms mentioned above.