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2016 (6) TMI 61 - HC - Companies LawSanction of the Amended Scheme of Amalgamation - Held that - On the consideration of all the relevant facts and the procedural requirements contemplated under Sections 391 & 394 of the Act and the relevant Rules and on due consideration of the report of the Regional Director Northern, Ministry of Corporate Affairs, New Delhi and Official Liquidator, the Amended Scheme is hereby sanctioned subject to sanction of the aforesaid Amended Scheme by the High Court of Delhi in the case of Non-petitioner/Transferor and Transferee companies, and as a result thereof, the assets and liabilities of the petitioner/5th Transferor Company shall stand vested in the Transferee Company and the petitioner/5th Transferor Company shall be dissolved without being wound up. The Transferee Company shall comply with the procedural requirement as per the Accounting Standard 14 (AS 14) issued by the ICAI from time to time as undertaken in Clause 4.10 of Part IV of the Amended Scheme. The Amended Scheme shall be binding on the Transferor and Transferee Companies, their respective Shareholders, Creditors and all concerned.
Issues:
1. Sanction of Amended Scheme of Amalgamation under Section 391 & 394 of the Companies Act, 1956. Analysis: The petition was filed seeking sanction of the Amended Scheme of Amalgamation under Section 391 & 394 of the Companies Act, 1956. The petitioner, the 5th Transferor Company, supported the petition with an affidavit. The main objects of both the Transferor and Transferee Companies were detailed in their respective Memorandum and Articles of Association. The registered offices of the companies were situated in New Delhi and Gurgaon. The Board of Directors of the 5th Transferor Company had approved the Amended Scheme in a meeting held on 30.6.2015. The Court noted that earlier, the petitioner had approached the Court through a Company Petition, and the holding of meetings of Shareholders and Unsecured Creditors was dispensed with in the First Motion Petition. Notice of the Second Motion of the petition was duly issued to the Regional Director, Ministry of Corporate Affairs, Noida, and the Official Liquidator. The reports submitted by the Regional Director and the Official Liquidator did not raise any objections to the Scheme, except for an observation regarding Accounting Standard 14. Considering all the relevant facts, procedural requirements under Sections 391 & 394 of the Act, and the reports of the Regional Director and Official Liquidator, the Court sanctioned the Amended Scheme. The assets and liabilities of the 5th Transferor Company were to vest in the Transferee Company, leading to the dissolution of the Transferor Company without winding up. The Transferee Company was directed to comply with Accounting Standard 14 as per the Amended Scheme. The Scheme was declared binding on the companies, their Shareholders, Creditors, and all concerned parties. The Court ordered the formal sanction of the Amended Scheme to be drawn in accordance with the law, with a certified copy to be filed with the Registrar of Companies within 30 days. Additionally, a notice of the order was to be published in specified newspapers and the official gazette of the Government of Haryana. Interested parties were given the liberty to apply to the Court for any necessary directions. The petitioner agreed to deposit a sum of ?1,00,000/- in the Common Pool Fund Account of the Official Liquidator voluntarily, which was accepted by the Court. The matter was disposed of accordingly.
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