2017 (6) TMI 89 - HC - Companies Law

Scheme of Amalgamation - Held that - In view of the approval accorded by the shareholders of the Petitioner Companies to the proposed scheme; the report filed by the Official Liquidator 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. Consequently, sanction is hereby granted to the proposed scheme. The Petitioner Companies will comply with the statutory requirements in accordance with law. Upon the sanction becoming effective from the appointed date of the proposed scheme i.e., 1st August, 2014, the Transferor Companies shall stand dissolved without undergoing the process of winding up. Resultantly, it is hereby directed that the Petitioner Companies 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 Companies 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.

Issues Involved:
1. Sanction of the proposed Scheme of Amalgamation under sections 391 to 394 of the Companies Act, 1956.
2. Compliance with statutory requirements and responses to observations by the Official Liquidator and Regional Director.
3. Outstanding dues and compliance with the Companies Act, 2013.
4. Objections or complaints from interested parties.

Issue-wise Detailed Analysis:

1. Sanction of the proposed Scheme of Amalgamation:
The petition was filed jointly by the Transferor Companies (Atna Engineering Private Limited, Sagit Investment Private Limited, Sanat Investment Private Limited, Punj Sons Properties Private Limited, INDTECH Investment Private Limited, D and A Foods Private Limited) and the Transferee Company (Shubhvir Investments Private Limited) seeking sanction for the proposed Scheme of Amalgamation. The scheme aimed to rationalize and streamline management, businesses, and finance for better economic control. The share exchange ratio indicated that no new shares would be issued as the Transferor Companies were wholly owned subsidiaries of the Transferee Company, and the investments would be canceled upon the scheme's effectiveness.

2. Compliance with statutory requirements and responses to observations by the Official Liquidator and Regional Director:
The Board of Directors of the Petitioner Companies unanimously approved the proposed scheme in meetings held on 20.10.2014. The requirement of convening meetings of equity shareholders and creditors was dispensed with by the court. Notices were issued to the Regional Director and the Official Liquidator, and citations were published in newspapers. The Official Liquidator reported no complaints against the scheme, but noted the absence of a provision for the merger of authorized share capital. The Petitioner Companies responded that the Memorandum of Association would be altered to reflect the merger of authorized share capital.

3. Outstanding dues and compliance with the Companies Act, 2013:
The Regional Director's affidavit highlighted outstanding dues payable to the Income Tax Department and non-compliance with various provisions of the Companies Act, 2013. The Petitioner Companies submitted revised forms and payment receipts to address these issues. The Regional Director confirmed that there were no further objections after the Petitioner Companies' compliance.

4. Objections or complaints from interested parties:
No objections were received from any party. The Petitioner Companies confirmed that no objections were received following the publication of citations in newspapers.

Conclusion:
The court granted sanction to the proposed scheme, noting that the shareholders' approval, the Official Liquidator's report, and the Regional Director's affidavit indicated no impediments. The Petitioner Companies were directed to comply with all statutory requirements, and it was clarified that statutory authorities could proceed against the Transferee Company for any liabilities of the Transferor Companies. The order did not exempt the Petitioner Companies from stamp duty, taxes, or other charges. A certified copy of the order was to be filed with the Registrar of Companies within thirty days. The Petitioner Companies were also directed to deposit ?1,00,000/- in the Delhi High Court Bar Association Lawyers Social Security and Welfare Fund. The petition was allowed and disposed of accordingly.

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