2017 (2) TMI 1051 - HC - Companies Law

Scheme of Amalgamation - Held that - Considering the approval accorded by the members and creditors of the Petitioner Companies to the proposed scheme; the report filed by the Official Liquidator & the Affidavit filed by the RD, both not having raised 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 under the provisions of the Act. The Petitioner Companies shall comply with all the statutory requirements, in accordance with law. Upon the sanction becoming effective from the appointed date of the proposed scheme, the 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 ROC, within thirty (30) days of its receipt.

Summary

Issues:
Petition under Sections 391(2) and 394 of the Companies Act, 1956 seeking sanction to the proposed scheme of Amalgamation between Transferor Company and Transferee Company.

Analysis:
The petition was filed by Galaxy Commodities Private Limited (Transferor Company) and Tex Apparels Private Limited (Transferee Company) seeking sanction for the proposed scheme of Amalgamation. The Transferor Company was originally registered in West Bengal but later shifted its registered office to Delhi, giving the Delhi High Court jurisdiction over the matter. The Transferee Company was incorporated in N.C.T. of Delhi and Haryana. Both companies submitted their Memorandum and Articles of Association, along with audited balance sheets, to support the petition.

The proposed scheme aimed to pool resources, create a larger entity for growth, obtain better facilities for raising capital, and streamline management, among other benefits. The share exchange ratio specified that Transferee Company would issue one equity share for every 24.53 held by Transferor Company shareholders. Both companies' boards of directors approved the scheme, and the court dispensed with the requirement for shareholder and creditor meetings.

The Regional Director and Official Liquidator filed no objections to the scheme, and no objections were received from any other party after publication in newspapers. Considering the approvals received and no objections raised, the court granted sanction to the proposed scheme. The companies were directed to comply with statutory requirements, and upon the scheme's effective date, the Transferor Company would be dissolved without winding up. A certified copy of the order was to be filed with the Registrar of Companies, and any deficiencies or violations would be subject to legal action.

The order did not grant exemptions from stamp duty, taxes, or other charges, and the companies were required to deposit a sum as costs. The petition was allowed, and the case was disposed of accordingly.