2016 (7) TMI 216 - HC - Companies Law

Scheme of Amalgamation is sanctioned. The sanction of the scheme is subject to the sanction of the Scheme by the Hon ble High Court of Judicature at Bombay in the petition tiled by the Transferee Company. It is further directed that the petitioner companies shall preserve their books of accounts, papers and record and shall not to dispose of the records without the prior permission of the Central Government under Section 396-A of the Companies Act, 1956. The petitioner companies are also directed to ensure compliance of all applicable laws and it is also observed that sanction of the Scheme shall not absolve the petitioner companies from any of the statutory liability, if any.

Summary

Issues:
1. Sanction of Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956.
2. Dispensation of meetings of Equity Shareholders and Unsecured Creditors for Transferor Companies.
3. Admission of Company Petitions seeking sanction of Amalgamation Scheme.
4. Response to observations from the Regional Director and Official Liquidator.
5. Granting sanction to the Scheme of Amalgamation and related directions.
6. Determination of costs and compliance requirements for the petitioner companies.

Analysis:
1. The petitions were filed seeking sanction of the Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956, involving SNK Etax Solutions Limited and SNK And Taj Solutions Private Limited with SNK Solutions Private Limited. The Transferee Company initiated proceedings before the High Court of Bombay due to its registered office being in Mumbai.

2. The Transferor Companies filed applications seeking dispensation of meetings of Equity Shareholders and Unsecured Creditors, as there were no secured creditors. The Court ordered dispensation of these meetings for both companies, enabling the process to move forward smoothly.

3. Following the dispensation orders, the petitioners filed Company Petitions seeking sanction of the Amalgamation Scheme. The Court admitted the petitions, directed notice issuance to the Regional Director and Official Liquidator, and ordered publication in local newspapers.

4. Responses were filed to observations from the Regional Director and Official Liquidator. The Regional Director highlighted compliance with the Income Tax Act and Rules, while the Official Liquidator requested preservation of records and statutory compliances.

5. After considering all reports, affidavits, and the Scheme of Amalgamation, the Court granted sanction to the Scheme. The sanction was subject to approval by the High Court of Bombay and included directions on record preservation, compliance with laws, and statutory liabilities.

6. The Court determined costs for the petitions, directed lodgment of orders and schemes for stamp duty adjudication, and instructed filing with the Registrar of Companies. Dispensation of drawn-up order filing was granted, with authorities to act on authenticated copies promptly.

This detailed analysis covers the key issues addressed in the judgment, providing a comprehensive overview of the legal proceedings and outcomes.