2017 (1) TMI 960 - HC - Companies Law

Scheme of amalgamation - Held that - Considering the approval accorded by the shareholders and creditors of the Petitioner/Transferor Company to the proposed scheme; the report filed by the Official Liquidator, having not raised any objection to the proposed scheme; and in light of the observations made by the Regional Director to the proposed scheme, which stand satisfied, as noted herein above, there appears to be no impediment to the grant of sanction to the proposed scheme. Consequently, sanction is hereby granted to the proposed scheme. The Petitioner/Transferor Company will comply with all the statutory requirements in accordance with law. Upon the sanction becoming effective from the appointed date of the proposed scheme, i.e. 1st April, 2015 the Petitioner/Transferor Company shall stand dissolved without undergoing the process of winding up. A certified copy of the order, sanctioning the proposed scheme, be filed with the Registrar of Companies, within 30 days of its receipt.

Summary

Issues:
Petition under Sections 391, 392, and 394 of the Companies Act, 1956 for sanction to the proposed scheme of Arrangement between the Petitioner/Transferor Company and Non-Petitioner/Transferee Company.

Analysis:
1. Jurisdiction and Background: The Petitioner/Transferor Company filed a petition seeking sanction for a proposed scheme of arrangement with the Non-Petitioner/Transferee Company. The Transferor Company's registered office is in New Delhi, while the Transferee Company's office is in Maharashtra, under the jurisdiction of the Bombay High Court. The history and details of incorporation for both companies were provided.

2. Financial Details and Compliance: The authorized and issued share capital of the Transferor Company were outlined. It was confirmed that no proceedings were pending against the Transferor Company under relevant sections of the Act. The Memorandum and Articles of Association, along with financial statements, were submitted.

3. Proposed Scheme and Share Exchange Ratio: The proposed scheme aimed to create a larger company with increased resources and capital. The share exchange ratio was detailed, indicating the issuance of equity shares by the Transferee Company to the shareholders of the Transferor Company.

4. Board Approval and Previous Proceedings: Resolutions approving the scheme were passed by the Board of Directors of both companies. Previous applications seeking directions were mentioned, along with the dispensation of the requirement for shareholder and creditor meetings.

5. Official Liquidator and Regional Director Reports: Reports from the Official Liquidator and Regional Director were submitted, indicating no objections to the proposed scheme. Observations by the Regional Director were addressed, and compliance with RBI regulations was assured.

6. Sanction and Compliance: Considering shareholder and creditor approval, along with favorable reports, the court granted sanction to the proposed scheme. Compliance with statutory requirements was mandated, and the Transferor Company was directed to dissolve post-sanction.

7. Additional Directions and Costs: The order specified the filing of a certified copy with the Registrar of Companies, addressed deficiencies or violations, and clarified that the order did not exempt from legal obligations. A cost of &8377; 50,000 was imposed on the Transferor Company for deposit with the Delhi High Court Bar Association Fund.

8. Conclusion: The petition was allowed, and the court disposed of the matter, emphasizing compliance with all legal requirements and regulations.