Amalgamation scheme approved by Bombay High Court for petitioner and subsidiaries

The scheme of amalgamation proposed by a petitioner company involving its wholly owned subsidiary companies was approved by the High Court of Bombay. The High Courts of Gujarat and Madras had previously sanctioned the scheme for the transferor companies, with compliance with notice requirements and objections. Meetings of members and creditors were dispensed with, and legal precedents indicated that a separate petition by the transferee company may not be necessary. The approval was granted by the Bombay High Court, directing the petitioner to pay costs and parties to act upon the order.

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Issues:
1. Scheme of amalgamation involving wholly owned subsidiary companies.
2. Sanction of the scheme by High Courts of Gujarat and Madras.
3. Dispensing with meetings of members and creditors.
4. Compliance with notice requirements and objections.
5. Legal precedents on filing petitions for approval.
6. Requirement of approval from High Court of Bombay.

Analysis:
1. The judgment concerns a scheme of amalgamation proposed by a petitioner company involving its wholly owned subsidiary companies, with all assets and liabilities to vest in the petitioner. No increase in share capital is involved.
2. The High Courts of Gujarat and Madras have sanctioned the scheme for the respective transferor companies, subject to approval by the High Court of Bombay.
3. The court dispensed with the holding of meetings of members and creditors through previous orders, ensuring compliance with necessary notifications and affidavits.
4. Affidavits were filed to prove service of notices, publication in newspapers, and individual notices to creditors, with no opposition to the scheme during the hearing.
5. Legal precedents from the Bombay High Court were cited, indicating that a separate petition by the transferee company may not be necessary if the scheme does not affect the rights of members or creditors significantly.
6. Although not mandatory, the transferee company is not precluded from filing a petition for approval, especially when directed by another High Court, as in this case, leading to the approval of the scheme by the Bombay High Court.

In conclusion, the scheme of amalgamation was approved by the High Court of Bombay, with the petitioner directed to pay costs to the Regional Director and parties instructed to act upon an authenticated copy of the order.

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