2016 (7) TMI 217 - HC - Companies Law

Scheme of Amalgamation is sanctioned. As directed that the petitioners shall preserve their books of Accounts, papers and records and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956. The petitioner shall further ensure statutory compliance of all applicable laws. On the sanctioning of the Scheme of Amalgamation, the Petitioner Companies shall not be absolved of any of their statutory liabilities. The petitioner Companies shall lodge a copy of this order, the schedule of immovable assets of the petitioner companies as on the date of this order and the Scheme, duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamp Duty, if any, on the same within sixty (60) days from the date of the order.

Summary

Issues:
Petition filed under Sections 391 to 394 of The Companies Act, 1956 for sanction of amalgamation scheme.

Analysis:
The petitioners sought the sanction of the Court for the Scheme of Arrangement involving the amalgamation of two companies. The transferee company had previously obtained dispensation of meetings of equity shareholders based on their written consent. The petitioner company also sought directions to dispense with the meetings of equity shareholders, secured creditors, and unsecured creditors, which was granted by the Court. Subsequently, the petitions for sanction of the Scheme of Amalgamation were admitted, and notices were issued to the Regional Director and published in local newspapers. The petitioner companies confirmed the publication of the hearing notices. The Regional Director filed a reply raising observations regarding typographical errors in the petition and scheme, as well as compliance with the Income Tax Act.

The Director of the Company clarified the typographical error and assured compliance with the Income Tax Act. The Official Liquidator inspected the books of the transferor companies and recommended preserving the records. After hearing the advocates for the petitioner companies and the Central Government Standing Counsel, and reviewing reports of the Official Liquidator and Regional Director, the Court granted sanction to the Scheme of Amalgamation. The Court directed the petitioners to preserve their records, ensure statutory compliance, and lodge necessary documents with the concerned authorities. The petitioner companies were instructed to file a copy of the order with the Registrar of Companies both electronically and physically.

The Court dispensed with the filing and issuance of the drawn-up order, directing all authorities to act on a copy of the order authenticated by the Registrar. Costs of the petitions were determined and to be paid to the Central Government and Official Liquidator by the transferor company. The petitions were disposed of accordingly.