2016 (6) TMI 857 - HC - Companies Law

Scheme of amalgamation - Held that - This court is of the view that based on the material on record it can be concluded that the present scheme of arrangement is in the interest of the shareholders and creditors of both the companies as well as in the public interest, therefore, the same deserves to be sanctioned and the same is hereby sanctioned.

Summary

Issues:
1. Sanction of a Scheme of Arrangement for Amalgamation
2. Approval process for the Scheme by shareholders and creditors
3. Compliance with SEBI Circulars and FEMA/RBI Guidelines
4. Accounting treatment and reserves under the Scheme
5. Observations by the Regional Director, Ministry of Corporate Affairs
6. Sanction of the Scheme by the Court

Analysis:

Issue 1: Sanction of a Scheme of Arrangement for Amalgamation
The petitions were filed by two companies seeking the court's sanction for a Scheme of Arrangement to amalgamate two companies engaged in similar commercial activities. The purpose was to achieve synergic benefits, consolidation of activities, and reduction in costs.

Issue 2: Approval process for the Scheme by shareholders and creditors
Meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors of both companies were convened to obtain approval for the proposed Scheme. The meetings were conducted as per directions, and the Scheme was unanimously approved by all relevant parties.

Issue 3: Compliance with SEBI Circulars and FEMA/RBI Guidelines
The Transferee Company, being a listed public limited company, had complied with SEBI Circulars and obtained necessary approvals for the Scheme. Compliance with FEMA and RBI Guidelines was ensured, even though no specific permission was required due to the nature of the Scheme.

Issue 4: Accounting treatment and reserves under the Scheme
The Regional Director raised concerns regarding the Accounting Treatment and reserves under the Scheme. However, it was clarified that the Scheme followed Accounting Standard 14 and that the restriction on reserves for dividend distribution was not necessary based on a previous court decision.

Issue 5: Observations by the Regional Director, Ministry of Corporate Affairs
The Regional Director had raised certain observations, which were addressed by the petitioner companies in their affidavits. After considering all facts and submissions, the Court concluded that the Scheme was in the interest of shareholders, creditors, and the public, and hence, deserved to be sanctioned.

Issue 6: Sanction of the Scheme by the Court
Based on the material on record and considering the interests of stakeholders, the Court sanctioned the Scheme of Arrangement. Directions were given regarding costs to be paid to the Central Govt. Standing Counsel and the Office of the Official Liquidator. The petitioner companies were instructed to comply with various post-sanction formalities within specified timelines.

This detailed analysis covers the key issues addressed in the judgment regarding the Scheme of Arrangement for amalgamation and the approval process followed, ensuring compliance with regulatory requirements and addressing observations raised during the proceedings.