Court approves amalgamation scheme in Company Petitions, no objections raised, merger sanctioned

The Court approved the scheme of amalgamation in the case involving Company Petitions filed by various companies for confirmation of the arrangement. Meetings were held where no objections were raised, and reports supported the scheme. The Court found no prejudicial conduct and sanctioned the merger, allowing the company petitions and approving the scheme of amalgamation. The Official Liquidator was entitled to a specified amount from the involved companies.

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Issues:
Confirmation of Scheme of Arrangement/Amalgamation of Transferor-Companies with Transferee-Company.

Analysis:
The case involved Company Petition No. 3 of 2008 filed by Goyal Fashions Private Limited (Transferee-Company) and Company Petition No. 4 of 2008 filed by Archna Creations Private Limited (Transferor-Company No. 1), Ashish apparels Private Limited (Transferor-Company No. 2), Shubham Exports Private Limited (Transferor-Company No. 3), and Anupam Export Private Limited (Transferor-Company No. 4) for the confirmation of the Scheme of Arrangement/Amalgamation. The Board of Directors of the Transferor Companies approved the proposed amalgamation in their respective meetings. Meetings of equity shareholders and unsecured creditors were convened, where none voted against the compromise or arrangement.

Analysis:
In S.B. Company Application No. 37 of 2007, the Court directed the convening of meetings of equity shareholders and unsecured creditors, where none voted against the compromise or arrangement. The Transferee Company and Transferor Companies 1 to 4 filed the company petitions, and notice was issued and published in newspapers. The Regional Director and Official Liquidator submitted reports supporting the scheme, stating that employees of Transferor-Companies would become employees of Transferee-Company without interruption. The Official Liquidator reported no prejudicial conduct by the Transferor-Companies, and no objections were raised post-publication of notices.

Analysis:
After hearing the counsel and Official Liquidator, the Court found no prejudicial conduct in the affairs of Transferor-Companies and approved the scheme of amalgamation. The Transferor-Companies were sister concerns of the Transferee-Company with a common registered office. With no objections from the Regional Director and Official Liquidator, the Court sanctioned the merger as per the petitions. The company petitions were allowed, and the scheme of amalgamation was approved, with the Official Liquidator entitled to Rs. 2,500 each from the Transferee-Company and Transferor-Companies 1 to 4.

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