2016 (2) TMI 1345 - HC - Companies Law

Seeking sanction of scheme of demerger - Section 391/394 of the Companies Act, 1956 - HELD THAT - No one is opposing the scheme and the matter is non-contentious in nature - The scheme does not appear to be against the interest of the public or against the policy of the nation. The scheme is sanctioned - petition allowed.

Summary

Issues:
1. Demerger and merger under Section 391/394 of the Companies Act, 1956.
2. Sanction of the scheme for demerger and merger.
3. Publication of notice and objections.
4. Regional Director's affidavit and non-opposition to the scheme.
5. Sanctioning of the scheme and registration process.

Demerger and Merger under Section 391/394 of the Companies Act, 1956:
The petition before the Allahabad High Court pertains to the demerger of one unit of a company, SGPKA Infratech Private Ltd., involved in housing projects, and its merger with another company, Agra Infraplanners Pvt. Ltd. The scheme involves transferring assets and liabilities of the demerged unit to the merging company as per the provisions of Section 391/394 of the Companies Act, 1956.

Sanction of the Scheme for Demerger and Merger:
The court, after considering the petition and the scheme filed by the petitioner companies, noted that no opposition was raised during the proceedings. The court previously allowed the companies to proceed with the second motion petition for the scheme's sanction, condoning the delay in its filing. The Regional Director, through the Official Liquidator, expressed no objection to the scheme, indicating a non-contentious nature of the matter. The court found the scheme not detrimental to public interest or national policy, leading to the sanctioning of the scheme.

Publication of Notice and Objections:
Notice of the petition was published in two newspapers, Hindustan Times and Amar Ujala, notifying the hearing date. Despite publication, no objections were filed by any party opposing the scheme. Additionally, the Regional Director was served notice and filed an affidavit stating no objection to the scheme, further confirming the lack of opposition.

Regional Director's Affidavit and Non-Opposition to the Scheme:
The Regional Director, representing the Ministry of Corporate Affairs, New Delhi, submitted a personal affidavit through the Official Liquidator, indicating no objection to the scheme's sanction. This affirmation, along with the absence of opposition from any party, reinforced the non-contentious nature of the matter before the court.

Sanctioning of the Scheme and Registration Process:
Given the lack of opposition, the court sanctioned the scheme as per annexure-1 to the petition. The office was directed to formalize the order in Form 41, and the petitioner companies were instructed to file the order, formal order, and scheme with the Registrar of Companies, U.P. at Kanpur for registration within two weeks. The scheme would come into effect upon registration by the Registrar, and interested parties were granted liberty to seek necessary directions from the court.

Conclusion:
The Company Petition No.66 of 2015 was disposed of accordingly, with the court approving the demerger and merger scheme under Sections 391/394 of the Companies Act, 1956, based on the lack of opposition and the Regional Director's non-objection stance.