2016 (12) TMI 1094 - HC - Companies Law

Scheme of Arrangement, in the nature of amalgamation is hereby sanctioned and the prayers made in the Company Petitions are granted. The petitioners are directed to pay professional charges of ₹ 7,500/for each petitions to Mr.Devang Vyas, learned Assistant Solicitor General and petitioner of the Transferor Companies are directed to pay the fees of ₹ 7,500/each to the Official Liquidator.

Summary

Issues:
1. Sanctioning of the Scheme of Arrangement for amalgamation of multiple companies.
2. Dispensation of meetings of Equity Shareholders and Unsecured Creditors.
3. Compliance with SEBI regulations, RBI guidelines, and Income Tax Act.
4. Transfer of statutory liabilities and obligations to the Transferee Company.
5. Preservation of books of accounts and records as per legal requirements.

Analysis:
1. The petitions sought sanction for the Scheme of Arrangement, amalgamating several companies. Meetings of Equity Shareholders and Unsecured Creditors were dispensed with based on consent letters obtained. Orders were passed as required under Section 391(1) of the Companies Act, 1956. The petitions were admitted, notices served, and final hearing scheduled.

2. The Official Liquidator and Regional Director filed reports after notices were served. Concerns were raised regarding compliance with SEBI regulations, RBI guidelines, and Income Tax Act. The Transferee Company responded with explanations and undertakings to comply with relevant laws post-Scheme sanctioning.

3. The Transferee Company addressed observations related to SEBI regulations, RBI guidelines, and Income Tax liabilities. Undertakings were made to comply with applicable laws upon Scheme sanctioning. The court directed preservation of books of accounts, records, and compliance with statutory requirements.

4. The court found the explanations provided by the petitioners satisfactory and ordered the sanctioning of the Scheme. Professional charges were directed to be paid to the Assistant Solicitor General and Official Liquidator. Filing and issuance of orders were dispensed with, and concerned authorities were instructed to act on the order and Scheme.

5. The petitions were disposed of, concluding the legal proceedings related to the sanctioning of the Scheme of Arrangement for the amalgamation of the companies. The judgment highlighted the importance of compliance with regulatory requirements and the preservation of financial records as mandated by law.