Court approves merger under Companies Act, 1956. Share exchange ratio set. Scheme sanctioned. Transferor dissolved.

The Court approved the merger under Sections 391 and 394 of the Companies Act, 1956, with the Transferor Company merging into the Transferee Company at a share exchange ratio of 1 equity share for every 27,512 equity shares. Despite some concerns raised, no objections were received, and the scheme of amalgamation was sanctioned. The Transferor Company would be dissolved without winding up procedures, with the transfer of property and compliance with legal requirements mandated. The Petitioner Companies also agreed to deposit a sum in the Official Liquidator's fund, which was accepted by the Court.

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Issues:
1. Second motion petition under Sections 391-394 of the Companies Act, 1956 for merger.
2. Share exchange ratio for amalgamation.
3. Dispensation of requirement for convening meetings of Shareholders and Unsecured Creditors.
4. Official Liquidator's report and observations on the appointed date.
5. Compliance with Reserve Bank of India and FEMA regulations for foreign transactions.
6. Filing of revised returns and compliance with statutory procedures.
7. Violation of Companies Act, 1956 regarding Annual Returns and Balance Sheets.
8. Approval of the Scheme under Sections 391 and 394 of the Companies Act, 1956.
9. Transfer of property, rights, and powers to the Transferee Company.
10. Voluntary deposit in the Common Pool fund of the Official Liquidator.

Analysis:

1. The petition involves a second motion under Sections 391-394 of the Companies Act, 1956 for the merger of two companies. The Transferor Company is proposed to be merged into the Transferee Company, and the share exchange ratio for amalgamation is set at 1 equity share of Rs. 10 each with voting rights of the Transferee Company for every 27,512 equity shares of Rs. 10 each held by the Transferor Company.

2. The Court previously dispensed with the requirement for convening meetings of Shareholders and Unsecured Creditors of the Petitioner Companies. The Official Liquidator's report stated no complaints against the proposed Scheme and no objections were raised to the scheme of amalgamation.

3. Concerns were raised regarding the appointed date of 01.04.2011 and the suggestion to re-fix it as 01.04.2013 due to the availability of audited balance sheets. The Petitioner Companies undertook to comply with all prescribed procedures for revising their financial statements and returns.

4. Compliance with Reserve Bank of India and FEMA regulations for transactions involving foreign entities was highlighted. The Petitioner Transferee Company committed to adhering to all applicable statutes and guidelines.

5. The Regional Director observed violations of the Companies Act, 1956 regarding the Annual Returns and Balance Sheets of the Petitioner Companies. However, the companies clarified that they had indeed filed the required documents.

6. Despite the concerns raised, with no objections received to the Scheme and approval from Shareholders and Creditors, the Court granted sanction to the Scheme under Sections 391 and 394 of the Companies Act, 1956. The Transferor Company would be dissolved without winding up procedures.

7. The order mandated the filing of a certified copy with the Registrar of Companies and the transfer of property, rights, and powers to the Transferee Company. It also clarified that the order did not exempt from stamp duty or taxes and required compliance with other legal requirements.

8. Additionally, the Petitioner Companies agreed to voluntarily deposit a sum in the Common Pool fund of the Official Liquidator, which was accepted by the Court, leading to the allowance of the petition in the specified terms.

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