2014 (5) TMI 1219 - HC - Companies Law

Sanction to the Scheme of Amalgamation - sections 391 to 394 of the Companies Act, 1956 - HELD THAT - In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation/reports filed by the Regional Director, Northern Region and the Official Liquidator, attached with this Court to the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. The Petitioner Companies (collectively) would voluntarily deposit a sum of ₹ 1,00,000/- in the Common Pool fund of the Official Liquidator within three weeks from today. The statement is accepted - Petition allowed.

Summary

Issues:
1. Sanction to the Scheme of Amalgamation under sections 391 to 394 of the Companies Act, 1956.
2. Compliance with statutory requirements for amalgamation.
3. Transfer of property, rights, powers, liabilities, and duties to the Transferee Company.
4. Dissolution of Transferor Companies without winding up.
5. Deposit of a sum in the Common Pool fund of the Official Liquidator.

Analysis:

Issue 1: The petition sought sanction to the Scheme of Amalgamation involving multiple Transferor Companies and a Transferee Company under sections 391 to 394 of the Companies Act, 1956. The petition included details of incorporation, capital, and resolutions of the companies involved, along with compliance with previous court directions.

Issue 2: The Official Liquidator and the Regional Director submitted reports supporting the scheme. The Official Liquidator confirmed no complaints against the scheme and no prejudicial conduct by the Transferor Companies. The Regional Director highlighted the seamless transfer of employees to the Transferee Company and the consolidation of funds. The absence of objections from Income Tax Authorities was noted, with clarifications on RBI regulations provided by the Petitioner Companies' counsel.

Issue 3: The court directed the transfer of all property, rights, powers, liabilities, and duties of the Transferor Companies to the Transferee Company without further formalities. Upon the scheme's approval, the Transferor Companies were to be dissolved without winding up, subject to compliance with statutory requirements.

Issue 4: The order granted sanction to the Scheme of Amalgamation, emphasizing compliance with statutory obligations within a specified timeframe. The order clarified that it did not exempt payment of stamp duty or other charges and did not replace any specific legal requirements.

Issue 5: The Petitioner Companies agreed to deposit a specified sum in the Common Pool fund of the Official Liquidator voluntarily within a set timeline, as accepted by the court. The petition was allowed in the terms mentioned, with an order for expedited processing.

This detailed analysis covers the key aspects and decisions outlined in the judgment, ensuring a comprehensive understanding of the legal proceedings and outcomes related to the Scheme of Amalgamation under consideration.