2013 (1) TMI 150 - HC - Companies Law

Scheme of Amalgamation - Held that - Dispensed with the requirement of convening meetings of all the Equity Shareholders and Unsecured Creditors of both the Petitioner Companies and Unsecured Debenture holder of Petitioner Company- II - Petition seeking sanction of the Scheme of Amalgamation published in English, Delhi Edition and Hindi, Delhi Edition. Official Liquidator s report stating no complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Petitioner Company -I do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. Transferor Company give an undertaking for all compliances from Reserve Bank of India as required under FEMA/FIPB for above transactions involving foreign entities, if deemed fit & proper by the Hon ble Court - The provisions of section 4(7) does not apply to the Petitioner Companies as both the Petitioner Companies are the subsidiaries of Gold Hotels and Resorts Pte. Ltd. ( Parent Company ), a private limited company, incorporated under the laws of Singapore In view of the approval accorded by the Shareholders and Creditors, reports filed by the Regional Director (Northern Region), MCA and OL there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction granted - Petitioner Companies will comply with the statutory requirements by filing certified copy of the order be filed with the ROC within 30 days from the date of receipt of the same - the whole of the undertaking, the property, rights and powers with all the liabilities and duties of the Transferor Company/ Petitioner Company -I be transferred to and vest in the Transferee Company/ Petitioner Company -II without any further act or deed - the transferor company shall stand dissolved without winding up - this order will not grant exemption from payment of stamp duty or taxes or any other charges - 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.

Summary

Issues:
1. Sanction to the Scheme of Amalgamation under sections 391 & 394 of the Companies Act, 1956.

Analysis:
The judgment involves a joint Petition filed by two companies seeking sanction to a Scheme of Amalgamation between them. The Petitioner Companies are located in New Delhi, within the jurisdiction of the Delhi High Court. Details regarding the incorporation dates, capital structure, and resolutions approving the Scheme have been provided in the Petition. The Scheme entails a share exchange ratio where one equity share of the Petitioner Company-I will be exchanged for 0.62 equity shares of the Petitioner Company-II. Previous court orders allowed dispensation of meetings, and notices were duly issued to relevant authorities for the current Petition.

The Official Liquidator and the Regional Director of the Ministry of Corporate Affairs submitted reports in response to the notices issued. The Official Liquidator confirmed no complaints against the Scheme, and the Regional Director highlighted observations regarding shareholding patterns, compliance with Companies Act provisions, and filing of annual returns. The Petitioner Companies responded to these observations, clarifying their compliance with regulations, especially concerning foreign entities and annual return filings. No objections to the Scheme were received from any party, as confirmed by the Advocate. Based on shareholder and creditor approvals, along with the reports from authorities, the Court found no impediment to granting sanction to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956.

The Court granted sanction to the Scheme, directing the Petitioner Companies to comply with statutory requirements and transfer all assets, liabilities, and duties as per the Scheme without further formalities. The order specified the dissolution of the transferor company upon the Scheme coming into effect. It was clarified that the order did not exempt the companies from stamp duty, taxes, or other charges, and compliance with all legal requirements was mandatory. Additionally, the Petitioner Companies agreed to deposit a sum of Rs. 1,00,000/- in the Common Pool fund of the Official Liquidator voluntarily. The Petition was allowed in the terms mentioned, with the order to be issued immediately.