2013 (2) TMI 921 - HC - Companies Law

Summary

Issues Involved:
Petitions filed for sanction of a Scheme of Arrangement for Amalgamation of five Transferor Companies with a Transferee Company u/s 391 and 394 of the Companies Act, 1956.

Details of the Judgment:

Issue 1: Amalgamation of Companies
The petitioner Companies sought sanction for the Amalgamation of five Transferor Companies with a Transferee Company to achieve synergic benefits due to their common management and investment activities. The proposed scheme outlined the benefits expected from the Amalgamation.

Issue 2: Meetings and Approval
Meetings of Equity Shareholders and Unsecured Creditors of the Transferor Companies were dispensed with based on written consent letters. Secured Creditors' meeting was held and unanimously approved the proposed scheme. Equity Shareholders of the Transferee Company also unanimously approved the scheme at a convened meeting.

Issue 3: Official Liquidator's Reports
The Official Liquidator reported that the affairs of four Transferor Companies were not prejudicial. However, they requested the companies to maintain records for 8 years post-sanction and not dispose of them without Central Govt. permission.

Issue 4: Compliance Issues
The Regional Director raised concerns regarding a struck-off company, the Appointed Date, and compliance with Accounting Standard 14 by the Transferee Company. The Court addressed these issues based on submissions and affidavits.

Issue 5: Court's Decision
After considering all contentions, the Court found no need to modify the Appointed Date. The Transferee Company was directed to disclose any deviation from Accounting Standard 14 in its financial statements. The Court approved the deletion of the struck-off company from the scheme.

Conclusion:
The Court granted prayers for the Amalgamation in most petitions, disposed of one as infructuous, and quantified costs to be paid to Central Government Standing Counsels and the Official Liquidator's office.

Separate Judgment:
No separate judgment was delivered by the Judge mentioned in the case.