2016 (6) TMI 1022 - HC - Companies Law

Scheme of Amalgamation - Held that - The present Scheme of Amalgamation is in the interest of its shareholders and creditors as well as in the public interest and the same deserves to be sanctioned and the same is hereby sanctioned. Prayers in terms of paragraph 16(a) of the Company Petitions no. 117, 118 and 119 of 2016 for the petitioner Companies are hereby granted.

Summary

Issues involved:
Petitions for sanction of Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 involving three companies.

Detailed Analysis:
1. The petitions were filed by three companies for the amalgamation of two transferor companies with a transferee company. The companies belong to the same group and engage in similar commercial activities. The purpose of amalgamation is to achieve synergic benefits and rapid growth of operations for the transferee company.

2. Meetings of equity shareholders and unsecured creditors were dispensed with as written consent letters from all parties were obtained. No objections were raised after due publication of the petitions. The official liquidator confirmed that the transferor companies' affairs were conducted within legal boundaries and recommended dissolution without winding up, subject to preserving books and records.

3. The Central Government was served notice, and observations by the Regional Director of the Ministry of Corporate Affairs were addressed in affidavits. Compliance with RBI guidelines by one of the transferor companies was clarified, and no objections were raised by the Income Tax Department or Registrar of Companies.

4. After considering all contentions and undertakings, the court found the amalgamation scheme to be in the interest of shareholders, creditors, and the public. The scheme was sanctioned, and prayers in the petitions were granted. Costs to be paid to the Central Government Standing Counsel and the Office of the Official Liquidator were quantified.

5. The petitioner companies were directed to lodge copies of the judgment, schedule of assets, and authenticated scheme for stamp duty adjudication. They were also instructed to file the order with the Registrar of Companies electronically and physically. Filing and issuance of drawn-up order were dispensed with for efficiency.

6. All relevant authorities were directed to act on the judgment and order promptly. The Registrar of the High Court was tasked with issuing authenticated copies of the judgment and scheme expeditiously for compliance purposes.