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2016 (8) TMI 570 - HC - Companies LawScheme of amalgamation is in the interest of its shareholders and creditors as well as in the public interest and the same deserves to be sanctioned and the same is hereby sanctioned. The Scheme of Amalgamation shall be binding on the Transferor and the Transferee Companies their respective Shareholders Creditors and all concerned. Let formal order of sanction of the Scheme of Amalgamation be drawn in accordance with law and its certified copy be filed with the Registrar of Companies within 30 days from the date of receipt thereof. A notice of the order be published in Financial Express (English) and Jansatta (Vernacular) both Delhi/NCR Editions and in the Official Gazette of Government of Haryana. Any person interested shall be at liberty to apply to the Court for any direction(s) as per law.
Issues:
Dispensation of convening meetings of shareholders and creditors, dispensing with filing of the IInd Motion petition for sanctioning Scheme of Amalgamation. Analysis: The petition under section 391(1) of the Companies Act, 1956 seeks dispensation of meetings of shareholders and creditors and filing of the IInd Motion petition for the Scheme of Amalgamation. The Petitioner Transferee Company aims to merge two Transferor Companies with itself. The Board of Directors of all companies approved the Scheme, and the Petitioner has detailed financial information and lists of shareholders and creditors. The prayer is for dispensation of meetings based on no impact on shareholders' rights, no reorganization of share capital, and being wholly owned subsidiaries. The Petitioner also seeks exemption from filing the 2nd motion petition under sections 391(2) and 394 of the Act due to no compromise with creditors and no new shares to be issued. The Court considered the case law precedent where dispensation was granted in similar situations. The Court found no need for meetings of Equity Shareholders and creditors, as no new shares were to be issued, and no compromise was made. The Court exempted the Petitioner from further action and filing the 2nd motion petition. The Petitioner relied on past judgments to support their case. The Petitioner emphasized the benefits of amalgamation for rationalizing resources and improving profitability. As the Transferor Companies are wholly owned subsidiaries and no new shares are issued, and no dilution of rights occurs, the Court dispensed with the need for shareholder and creditor meetings. The Regional Director raised concerns regarding compliance with Accounting Standard 14 and pending tax matters. The Petitioner assured compliance with the standards and agreed to settle any pending tax liabilities. The Court sanctioned the Scheme of Amalgamation subject to compliance with the mentioned requirements. The Scheme of Amalgamation is binding on all parties involved, and the Petitioner must comply with Accounting Standard 14 and tax liabilities as per the undertaking. The Court directed the formal order to be drawn and filed with the Registrar of Companies. A notice of the order is to be published, and interested parties can apply for directions. The Petitioner agreed to deposit a sum in the Common Pool Fund Account of the Official Liquidator. In conclusion, the Court disposed of the matter accordingly, sanctioning the Scheme of Amalgamation subject to compliance with specified requirements and binding on all parties involved.
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