2016 (6) TMI 4 - HC - Companies Law

Sanction of the Scheme of Amalgamation - Held that - Considering the approval accorded by the equity shareholders and creditors of the petitioner companies to the proposed Scheme of Amalgamation and the affidavits filed by the Official Liquidator and the Regional Director, Northern Region 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.

Summary

Issues:
Petition filed under Sections 391 to 394 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation of three companies.

Analysis:
The petition was filed seeking sanction for the Scheme of Amalgamation involving three companies: ExlService SEZ BPO Solutions Private Limited (transferor company no. 1), Exl Support Services Private Limited (transferor company no. 2), and Exl Service.com (India) Private Limited (transferee company). The registered offices of all companies were situated in New Delhi. The Scheme aimed to consolidate services, reduce costs, streamline regulatory compliances, and pool financial resources for future growth opportunities. The share exchange ratio was detailed, with a lump sum consideration fixed for the transfer and vesting of assets and liabilities. No pending proceedings under relevant sections of the Companies Act, 1956 were reported against the petitioner companies.

The Board of Directors of all companies unanimously approved the proposed Scheme in separate meetings. Earlier, directions were sought to dispense with the requirement of convening meetings of equity shareholders and creditors, which was allowed by the court. Subsequently, the present petition sought sanction for the Scheme, and notices were duly issued and published in newspapers. The Official Liquidator and Regional Director's reports did not raise any objections to the Scheme. No objections were received from any other party. Considering the approvals received and absence of objections, the court granted sanction to the Scheme under Sections 391 and 394 of the Companies Act, 1956. The petitioner companies were directed to comply with statutory requirements, and the order did not exempt them from stamp duty payment. Upon sanction becoming effective, the transferor companies would stand dissolved without winding up.

The Assistant Registrar of Companies requested costs of at least &8377; 1,00,000 to be paid by the petitioners, which was accepted. The petition was allowed in the stated terms, and the petitioners were directed to deposit the costs with the Common Pool Fund of the Official Liquidator.