2017 (2) TMI 1130 - HC - Companies Law

Scheme of Amalgamation - Held that - Considering the approval accorded by the shareholders of the Transferor Company and shareholders, secured and unsecured creditors of the Transferee Company 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 under the provisions of the Act. The Petitioner Companies shall comply with all the statutory requirements in accordance with law. A certified copy of this order, sanctioning the proposed scheme, be filed with the ROC, within thirty (30) days of its receipt.

Summary

Issues:
Petition under Section 391(1) to 394 read with Section 100 of the Companies Act, 1956 and the Companies Act, 2013 for sanction to the Scheme of Amalgamation.

Analysis:
The petition was filed jointly by Transferor Company and Transferee Company seeking approval for the Scheme of Amalgamation under the relevant sections of the Companies Act, 1956 and 2013. The registered offices of both companies are in New Delhi. The Transferor Company was incorporated in 1995, and the Transferee Company in 1996, with subsequent name change. Details of the share capital structures of both companies were provided, along with the submission of necessary documents like Memorandum, Articles of Association, and audited balance sheets. The Scheme of Amalgamation aimed at creating a larger company for enhanced growth, reduced overheads, and better resource utilization.

The share exchange ratio proposed in the Scheme was disclosed, and it was highlighted that no proceedings under relevant sections of the Act were pending against the Petitioners. Unanimous approval for the Scheme was obtained from the Board of Directors of both companies. Earlier, a court order had dispensed with the requirement of convening shareholder and creditor meetings. Subsequently, the present petition was filed seeking sanction to the scheme, and due notices were issued to concerned authorities and published in newspapers. Reports from the Official Liquidator and Regional Director did not raise any objections to the proposed scheme.

Considering the approvals received from shareholders and creditors, along with the absence of objections, the court granted sanction to the proposed scheme under the provisions of the Act. The Petitioner Companies were directed to fulfill all statutory requirements, and a certified copy of the order was to be filed with the Registrar of Companies within 30 days. The order clarified that it did not grant exemption from stamp duty, taxes, or other charges, and any deficiencies or violations would be subject to legal action. The Transferor Company was to be dissolved without winding up, and the Petitioner Companies were instructed to deposit a specified sum as costs. The petition was allowed in the stated terms and disposed of accordingly.