2016 (4) TMI 1467 - HC - Companies Law

Sanction of scheme of arrangement and compromise - sections 391 to 393 of the Companies Act, 1956 - HELD THAT - The Scheme is not prejudicial to the interest of any person or entity, which has a stake/interest in the petitioner company. The said scheme as framed is not violative of any statutory provisions. The scheme as formulated is fair, just, sound and is not contrary to any public policy or public interest. No proceedings appear to be pending under the provisions of Sections 231 to 237 of the Companies Act, 1956. All the statutory provisions appear to have been complied with - there shall be an order approving the scheme of arrangement and compromise between the petitioner company, viz., Updater Services Private Limited and its shareholders, with effect from the Effective Date, i.e., the date on which the sanctioned Scheme is filed with the Registrar of Companies, Chennai, Tamil Nadu by the petitioner company, as per the procedure laid down under Sections 391 to 393 of the Companies Act, which are duly complied with. Petition disposed off.

Summary

Issues involved: Company petition u/s 391 to 393 of the Companies Act, 1956 for sanctioning a scheme of arrangement and compromise.

The judgment pertains to a company petition filed u/s 391 to 393 of the Companies Act, 1956 seeking sanction for a scheme of arrangement and compromise between the petitioner company, Updater Services Private Limited, and its shareholders. The scheme, detailed in Annexure 4 of the petition, has been scrutinized for compliance with prescribed procedures. Affidavits of secured creditors (Annexure 7) and equity shareholders (Annexure 9) supporting the scheme have been submitted. The Board of Directors' resolution adopting the scheme is also on record. Notably, a court order from 01.04.2016 dispensed with the need for a shareholder meeting to approve the scheme.

Upon review, it was found that the scheme is non-prejudicial and does not contravene any statutory provisions. The scheme is deemed fair, just, and in line with public policy and interest. No pending proceedings under Sections 231 to 237 of the Companies Act, 1956 were identified, indicating compliance with statutory requirements. Consequently, an order was issued approving the scheme of arrangement and compromise between Updater Services Private Limited and its shareholders, effective upon filing with the Registrar of Companies, Chennai, Tamil Nadu, in accordance with Sections 391 to 393 of the Companies Act.

The order explicitly stated that it does not exempt the petitioner company from stamp duty, taxes, or other charges as per relevant laws, nor does it waive the need for necessary permissions or compliances. Additionally, the Central Government Standing Counsel was awarded a fee of Rs.5,000. The petition was disposed of based on the outlined terms.