2012 (8) TMI 141 - HC - Companies Law

Sanction of the Scheme of amalgamation - Held that - Having regard to the averments made in this Petition and the materials placed on record and the affidavits filed by the Regional Director , Ministry of Company Affairs, Noida, and the Official Liquidator the Petition deserves to be allowed - no legal impediment to the grant of sanction to the Scheme of Amalgamation. Hence, sanction is hereby granted to the above mentioned Scheme of Amalgamation under Section 391(2) r.w.s. 394 of the Companies Act ,1956 and Consequent upon the merger /Amalgamation of the Companies the Transferor Company shall stand dissolved without being wound up. Learned counsel for the petitioners states that the petitioner Companies would voluntarily deposit a sum of Rs.1,00,000/- in the Common Pool Fund of the Official Liquidator.

Issues:
Petition under Sections 391-394 of the Companies Act, 1956 for the sanction of the Scheme of amalgamation of two companies.

Detailed Analysis:
1. Jurisdiction: The petitioners, two companies seeking amalgamation, are situated within the territorial jurisdiction of the Delhi High Court, as both the Transferor and Transferee Companies have their registered offices in Delhi.

2. Background of Companies: Detailed information about the Transferor and Transferee Companies is provided, including their incorporation dates, changes in names, authorized share capital, issued and paid-up share capital, and resolutions passed by their respective Boards of Directors in favor of the amalgamation scheme.

3. Salient Features of Amalgamation Scheme: The proposed Scheme of Amalgamation aims to enhance management, administration, financial efficiencies, alignment of operations, consolidation of businesses, creation of synergies, and improvement in financial structures and cash flow management. The scheme is designed to streamline operations, reduce costs, and enhance shareholder value.

4. Approval Process: Both the Board of Directors of the Transferor and Transferee Companies have unanimously approved the Scheme of Amalgamation. The petitioners have sought directions under Sections 391-394 of the Companies Act, 1956, for dispensation from convening meetings of equity shareholders and creditors, as consents to the scheme have already been obtained.

5. Compliance and Notices: The petitioners have complied with the court's directions to issue notices to relevant authorities, such as the Regional Director, Department of Company Affairs, Registrar of Companies, and the Official Liquidator. Notices were also published in newspapers as directed by the court.

6. Reports and Objections: Reports from the Regional Director and the Official Liquidator were favorable, with no objections raised except for procedural compliance related to changing the Memorandum of Association, which the petitioners agreed to follow. No third party objections were raised against the amalgamation scheme.

7. Court Decision: After considering the averments in the petition, materials on record, and reports filed by the Regional Director and Official Liquidator, the court found no legal impediment to granting sanction to the Scheme of Amalgamation under Sections 391(2) and 394 of the Companies Act, 1956. The court granted the sanction, leading to the dissolution of the Transferor Company without winding up.

8. Additional Deposit: The petitioners agreed to voluntarily deposit a sum in the Common Pool Fund of the Official Liquidator as directed by the court, further demonstrating their compliance and commitment to the process.

9. Final Order: The petition was allowed in the terms mentioned, and an order for the same was issued.

This detailed analysis covers the various aspects of the judgment, including jurisdiction, company background, amalgamation scheme details, approval process, compliance with legal requirements, reports and objections, court decision, additional deposit, and the final order issued by the court.

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