2015 (5) TMI 1239 - HC - Companies Law

Seeking sanction of the Scheme of Amalgamation - Sections 391(1), 393 394 of the Companies Act, 1956 - HELD THAT - Considering the approval accorded by the equity shareholders of the petitioner companies to the proposed Scheme of Amalgamation and the affidavits filed by the Regional Director, Northern Region, and the Official Liquidator not raising any objection 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. Certified copy of this order be filed with the Registrar of Companies within 30 days. Petition allowed.

Summary

Issues:
1. Sanction of Scheme of Amalgamation under Sections 391(1), 393 & 394 of the Companies Act, 1956.

Analysis:
The petitioners, in a joint petition, sought the High Court's sanction for the Scheme of Amalgamation involving three companies: two transferor companies and one transferee company. The transferor companies, originally incorporated under the Companies Act, 1956, had changed names and shifted registered offices to Delhi. Similarly, the transferee company had undergone name changes and was situated in New Delhi. The authorized share capital details of all three companies were provided in the petition.

The petition included the Memorandum and Articles of Association of the companies, audited balance sheets, and the Scheme of Amalgamation outlining the benefits of consolidation and increased potential for revenue and profits post-amalgamation. The share exchange ratio was specified in the Scheme, and it was stated that no proceedings under relevant sections of the Companies Act, 1956 were pending against the companies.

The Board of Directors of all companies had approved the Scheme, and the requirement for convening shareholder and creditor meetings was previously dispensed with by the court. Notices were issued to relevant authorities, and reports from the Official Liquidator and Regional Director, Northern Region, were submitted, with no objections received. The Official Liquidator requested costs to be paid by the petitioners, which were agreed upon. The court granted sanction to the Scheme of Amalgamation, directing compliance with statutory requirements and payment of costs to the Official Liquidator.

In conclusion, the court approved the petition, and the Scheme of Amalgamation was sanctioned, with the transferor companies set to dissolve without winding up upon the effective date. The petitioners were directed to deposit costs with the Official Liquidator, and the order was to be filed with the Registrar of Companies within 30 days.