2010 (11) TMI 1141 - HC - Companies Law

Summary

Issues:
1. Petition for sanctioning the Scheme of Amalgamation under section 391/394 of the Companies Act, 1956.
2. Approval and acceptance of the Scheme of Amalgamation by the Board of Directors of both Transferor and Transferee Companies.
3. Objects of amalgamation including consolidation of business operations, reduction of overheads, and achieving optimum size of business.
4. Confirmation that no investigation proceedings under sections 235 to 251 of the Act are pending against the involved companies.
5. Examination of statutory records and approval by the Official Liquidator and Regional Director.
6. Condition imposed regarding the transfer of employees from the Transferor to the Transferee Company without interruption in service.

Detailed Analysis:
1. The petition was filed by the Transferee Company seeking approval for the Scheme of Amalgamation under sections 391/394 of the Companies Act, 1956. The Court had previously granted permission for convening meetings of various stakeholders to vote on the proposed scheme.

2. The Board of Directors of both the Transferor and Transferee Companies had approved and accepted the Scheme of Amalgamation. The petition detailed the consent given by the boards and included the Scheme as Annexure P-1.

3. The objectives of the amalgamation were outlined, emphasizing the consolidation of business operations to operate on a larger scale with increased resources and lower debts. The amalgamation aimed to provide immediate access to established business networks, reduce overhead costs, and enhance market competitiveness domestically and internationally.

4. It was confirmed that there were no pending investigation proceedings under sections 235 to 251 of the Companies Act against either the Transferor or Transferee Company, ensuring compliance with legal requirements.

5. The Official Liquidator and Regional Director examined the statutory records and expressed no objections to the proposed amalgamation. A condition was imposed regarding the seamless transfer of employees from the Transferor to the Transferee Company.

6. Considering the submissions and approvals, the Court allowed the petition, sanctioning the Scheme of Amalgamation as per Annexure P-1, subject to any other court orders within the jurisdiction. The petition was disposed of, ensuring compliance with the imposed condition regarding the transfer of employees.