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2016 (3) TMI 465 - HC - Companies LawScheme of Amalgamation - Held that - Official Liquidator report confirms that the affairs of the Transferor Company are not conducted in a manner prejudicial to the interest of its members or to the public interest. Having heard Mr. Navin K Pahwa, learned Counsel for the petitioner Company, Mr. Kshitij Amin, learned Central Government Standing Counsel for Mr. Devang Vyas, learned Assistant Solicitor General of India for the Regional Director and upon perusal of the report of the Official Liquidator and the Regional Director and having considered the Scheme of Amalgamation together with the relevant documents on record, this Court finds it appropriate to grant sanction to the present Scheme of Amalgamation. It is, however, directed that the petitioner shall preserve its books of accounts, papers and records and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956. 11 The cost of this petition is determined at ₹ 7,500/payable to Shri Devang Vyas, learned Assistant Solicitor General of India and the Official Liquidator, respectively.
Issues:
1. Sanction of Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956. Analysis: The petitioner sought the Court's approval for the Scheme of Amalgamation of Survandan Developers Private Limited with DBS Affordable Home Strategy Limited under Sections 391 to 394 of the Companies Act, 1956. The Transferee Company, being the holding company, had earlier filed an application for dispensation of separate proceedings, which was allowed by the Court. The Transferor Company also sought dispensation of meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors, which was granted. Subsequently, the petitioner filed a petition seeking sanction for the Scheme, which was admitted by the Court. Notice was issued to the Regional Director and the Official Liquidator, and the petition was published in local newspapers. The Regional Director and the Official Liquidator submitted their reports, with the Official Liquidator confirming that the affairs of the Transferor Company were not prejudicial. The Regional Director raised an observation regarding compliance with the Income Tax Act, to which the petitioner responded, stating that any liabilities would be borne by the Transferee Company as per the Scheme. After considering the reports and relevant documents, the Court found it appropriate to grant sanction to the Scheme of Amalgamation. The Court directed the petitioner to preserve its records and not dispose of them without prior permission under Section 396A of the Companies Act, 1956. The Scheme of Amalgamation was sanctioned, with instructions for record preservation and compliance with stamp duty adjudication. The petitioner was directed to file the order and Scheme with relevant authorities. Filing and issuance of the drawn-up order were dispensed with, and authorities were instructed to act on authenticated copies. The Registrar was tasked with issuing authenticated copies promptly. The petition was disposed of accordingly, with costs determined and instructions for further actions provided.
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