2017 (1) TMI 907 - HC - Companies Law

Scheme of Amalgamation - Held that - In view of the approval accorded by the shareholders and creditors of the Petitioners to the proposed scheme; the report filed by the Official Liquidator not raising any objection to the proposed scheme and the affidavit filed by the Regional Director, Northern Region, wherein all observations raised stand satisfied, there appears to be no impediment to the grant of sanction to the proposed scheme. Hence, sanction is hereby granted to the proposed scheme under sections 391 and 394 of the Companies Act, 1956. The petitioners will comply with the statutory requirements in accordance with law. A certified copy of this order, sanctioning the propsed scheme, be filed with the ROC, within thirty (30) days of its receipt. Resultantly, it is hereby directed that the Petitioners will comply with all the provisions of the proposed scheme and, in particular, those which are referred to hereinabove. It is also made clear, that the concerned Statutory Authority will be entitled to proceed against the Transferee Company qua any liability which it would have fastened onto the Transferor Companies for the relevant period, and that, which may arise on account of the proposed scheme being sanctioned.

Summary

Issues involved:
Petition filed jointly under sections 391, 392, and 394 of the Companies Act, 1956 seeking sanction to the Scheme of Amalgamation.

Detailed Analysis:

1. Background of Companies:
- Transferor Companies and Transferee Company incorporated under the Companies Act on different dates.
- Details of authorized and paid-up share capital of each company provided.

2. Approval Process:
- Board of Directors of all companies unanimously approved the proposed scheme.
- Court directions obtained to dispense with certain meetings as required by law.
- Meeting of unsecured creditors held, and the scheme was duly approved.

3. Compliance and Reports:
- Copies of Memorandum of Association, Articles of Association, Audited Balance Sheets, and Auditors' Reports submitted.
- Proposed scheme details, including share exchange ratio, presented in the petition.
- Affidavits filed showing compliance with publication requirements and no objections raised by the Official Liquidator.

4. Official Approvals:
- Official Liquidator reported no objections to the proposed scheme.
- Regional Director had no objections except for compliance with Companies Act, 2013 for alteration in objects clause.

5. Court Decision:
- With all necessary approvals and compliance in place, the Court granted sanction to the proposed scheme under sections 391 and 394 of the Companies Act, 1956.
- Directions given for filing a certified copy of the order with the Registrar of Companies.
- Transferor Companies to comply with all provisions of the scheme.
- Statutory Authority entitled to proceed against the Transferee Company for any liabilities.
- Transferor Companies to be dissolved without being wound up.

6. Additional Clarifications:
- Order not exempting from payment of stamp duty, taxes, or other charges.
- Petitioners directed to deposit costs as requested by the Official Liquidator.

7. Conclusion:
- The petition was allowed, and the matter was disposed of according to the terms outlined in the judgment.