Court approves merger of companies under Companies Act despite objections

The court granted sanction to the Scheme of Amalgamation under sections 391 to 394 of the Companies Act, allowing for the merger of multiple companies with a transferee company. Despite objections raised by the Regional Director regarding the power to amalgamate and concerns about shareholding patterns and tax evasion, these were overruled. With approval from the Board of Directors, equity shareholders, and creditors, and no objections from the Official Liquidator or public notices, the court found no legal impediment to the scheme. Consequently, the transferor companies would dissolve without undergoing winding up proceedings.

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Issues:
Petitions filed under sections 391 to 394 of the Companies Act for sanction of the Scheme of Amalgamation of multiple companies with a transferee company.

Analysis:
The petitions sought sanction for the Scheme of Amalgamation involving three transferor companies and a transferee company under sections 391 to 394 of the Companies Act. The objects and features of the scheme were explained, and the Board of Directors of all companies had approved the scheme. The registered offices of all companies were in New Delhi. The Regional Director raised an objection regarding the power to amalgamate of one of the transferor companies, citing the need for amendments in its Objects clause. However, the petitioner argued that previous judgments from the Calcutta and Bombay High Courts supported the view that statutory powers under sections 391 to 394 were not dependent on the company's memorandum containing such powers, and the objection was overruled.

The Regional Director also raised concerns about the shareholding pattern and the possibility of tax evasion through the scheme. The objection was overruled after the petitioner's counsel undertook that income tax would be paid by the companies. The Official Liquidator did not object to the scheme. Meetings of equity shareholders were dispensed with as they had given written consent, and the creditor meeting approved the scheme. Notice was published in newspapers, but no objections were raised. Considering the reports of the Regional Director and Official Liquidator, the court found no legal impediment to granting sanction to the Scheme of Amalgamation under sections 391 to 394 of the Companies Act. The amalgamated companies would stand dissolved without winding up.

In conclusion, the court granted sanction to the Scheme of Amalgamation, as all requirements were met, and no objections were raised, leading to the dissolution of the transferor companies without winding up.

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