2017 (2) TMI 128 - HC - Companies Law

Scheme of Amalgamation - Held that - Considering the approval accorded by the shareholders and creditors of the Petitioner Companies to the proposed scheme; the affidavit filed by the Regional Director, Northern Region and the report filed by the Official Liquidator, not raising any objection to the proposed scheme, 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 Companies 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 Transferor Company Nos.1 to 5 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. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Court to the proposed scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the Petitioner Companies.

Summary

Issues:
Petition filed under Sections 391 and 394 of the Companies Act, 1956 seeking sanction for the proposed scheme of Amalgamation.

Analysis:
The joint petition was filed by multiple Transferor Companies and a Transferee Company seeking sanction for the proposed scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The Transferor Companies were incorporated on different dates under the Act, with the Transferee Company being incorporated separately. The proposed scheme aimed at amalgamating the activities of the Transferor Companies with the Transferee Company for mutual benefit. The share exchange ratio was detailed in the proposed scheme, and it was mentioned that no proceedings under Sections 235 to 251 of the Act were pending against the Petitioner Companies. The Board of Directors of all Petitioner Companies unanimously approved the proposed scheme in separate meetings. A previous application seeking directions to dispense with shareholder and creditor meetings was allowed by the Court. The Official Liquidator and the Regional Director did not raise any objections to the proposed scheme. No objections were received from any other party, and compliance with publication requirements was confirmed. Based on approvals and reports, the Court granted sanction to the proposed scheme, with the Transferor Companies set to dissolve post-sanction without winding up. A certified copy of the order was to be filed with the Registrar of Companies, and any deficiencies or violations would not impede legal action. The order did not exempt from statutory obligations, and costs were to be deposited with the Bar Association's fund. The petition was allowed and disposed of accordingly.