2012 (12) TMI 54 - HC - Companies Law

Sanction of Scheme of Amalgamation - dispensation/convening of Meetings - held that - In view of approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation/reports filed by the Regional Director, Northern Region and the Official Liquidator, attached with this Court to the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of sections 391 and 394 of the Companies Act, 1956, and in terms of the Scheme, the whole or part of the undertaking, the property, rights and powers of the Transferor Company be transferred to and vest in the Transferee Company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Transferor Company be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Company shall stand dissolved without winding up. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable in accordance with any law; or permission/compliance with any other requirement which may be specifically required under any law - Petitioner Companies would voluntarily deposit a sum of Rs.1,00,000/- in the Common Pool fund of the Official Liquidator within three weeks from today. The statement is accepted - Petition is allowed in the above terms.

Summary

Issues:
Petition under sections 391(2) & 394 of the Companies Act, 1956 for sanction of Scheme of Amalgamation.

Analysis:

1. Jurisdiction and Details:
The joint Petition seeks sanction for the Scheme of Amalgamation between the Transferor Company and the Transferee Company. Both companies are based in New Delhi. Details regarding their incorporation, capital structure, and financial accounts have been provided in the Petition.

2. Resolution and Share Exchange Ratio:
Resolutions approving the Scheme have been passed by the Board of Directors of both companies. The proposed share exchange ratio states that for every one equity share of the Transferor Company, two equity shares of the Transferee Company will be issued.

3. Dispensation of Meetings:
Previous applications for dispensation/convening of meetings were allowed by the Court. Meetings of Shareholders, Secured Creditors, and Unsecured Creditors were dispensed with in compliance with the Court's order.

4. Notices and Reports:
Notices were issued to the Regional Director and the Official Liquidator. The Official Liquidator's report confirmed no complaints against the Scheme. The Regional Director raised concerns regarding a clause in the Scheme, which was subsequently deleted upon submission by the Petitioner.

5. Amendments and Compliance:
The Scheme was amended to address concerns raised by the Regional Director. The increased paid-up capital of the Transferee Company was also noted. No objections were received from any party regarding the Scheme.

6. Sanction and Compliance:
With approvals from Shareholders and Creditors, and positive reports from the Regional Director and Official Liquidator, the Court granted sanction to the Scheme of Amalgamation. The Petitioner Companies were directed to comply with statutory requirements within the specified timeline.

7. Transfer of Undertaking and Dissolution:
The order directed the transfer of undertaking, property, rights, and liabilities from the Transferor Company to the Transferee Company without further formalities. Upon the Scheme coming into effect, the Transferor Company would stand dissolved without winding up.

8. Additional Deposits and Order:
The Petitioner Companies agreed to deposit a sum in the Common Pool fund of the Official Liquidator. The Court allowed the Petition in the specified terms and ordered the same to be executed promptly.