High Court approves Amalgamation Scheme between companies under Companies Act, 1956. The High Court of Allahabad approved the Scheme of Amalgamation between a company and Triveni Engineering & Industries Limited under the Companies ...
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High Court approves Amalgamation Scheme between companies under Companies Act, 1956.
The High Court of Allahabad approved the Scheme of Amalgamation between a company and Triveni Engineering & Industries Limited under the Companies Act, 1956. The scheme, which had unanimous approval from preference and equity shareholders, was found to have no prejudicial conduct. The Court sanctioned the scheme, making it binding on all members of both companies. The order specified the transfer of property, rights, powers, liabilities, and duties, with ongoing proceedings to continue with the Transferee Company. Shares in the Transferee Company would be allotted to entitled members of the Transferor Company, which was to be dissolved after delivering the order to the Registrar of Companies. Interested parties could seek further directions from the Court.
Issues: Approval of Scheme of Amalgamation between two companies under Companies Act, 1956.
Analysis: The High Court of Allahabad heard a petition regarding the Scheme of Amalgamation proposed between a company and Triveni Engineering & Industries Limited. The Court noted the unanimous approval of the scheme by preference and equity shareholders. Reports from the Regional Director and Official Liquidator indicated no prejudicial conduct in the affairs of the companies. Consequently, the Court sanctioned the scheme of Amalgamation, declaring it binding on all members of both companies. The order specified the transfer of property, rights, powers, liabilities, and duties from the Transferor Company to the Transferee Company as per section 394(2) of the Companies Act, 1956. It was directed that ongoing proceedings would continue with the Transferee Company, and shares in the Transferee Company would be allotted to entitled members of the Transferor Company. The Transferor Company was required to deliver a certified copy of the order to the Registrar of Companies for dissolution, after which related documents would be consolidated. The order allowed any interested party to seek necessary directions from the Court in this matter. The office was instructed to formalize the order in the prescribed form with modifications if needed.
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