Scheme of Amalgamation Approved under Companies Act 1956 - Shareholders Back Delisting Decision

The court approved the scheme of amalgamation under sections 391 to 394 of the Companies Act, 1956, between the petitioner company and a transferee company. Shareholders unanimously approved the scheme, which involved delisting shares from stock exchanges. The objection raised by the Regional Director regarding authorized share capital was dismissed. The official liquidator confirmed the scheme's benefits and absence of misfeasance. The judgment issued a conditional order pending sanction by the Calcutta High Court and fixed the remuneration for the Additional Central Government standing counsel at Rs. 5,000 to be paid by the petitioner company.

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Issues:
1. Scheme of amalgamation under sections 391 to 394 of the Companies Act, 1956.
2. Approval of the scheme by the shareholders.
3. Delisting of shares from stock exchanges.
4. Objection by Regional Director regarding the authorized share capital.
5. Official liquidator's report and absence of misfeasance.
6. Conditional order subject to sanction by Calcutta High Court.
7. Fixing remuneration for the Additional Central Government standing counsel.

Analysis:

1. The judgment pertains to a company petition filed under sections 391 to 394 of the Companies Act, 1956, seeking approval for a scheme of amalgamation between the petitioner company and a transferee company. The petitioner, a transferor company, aims to merge with the transferee company for operational efficiency and financial benefits.

2. The scheme of amalgamation was approved by the shareholders in a meeting where the resolution was passed unanimously. The shareholders were to be allotted equity shares of the transferee company on a proportionate basis for every 50 equity shares held in the transferor company.

3. The petitioner also applied for delisting its shares from certain stock exchanges. While the Bombay Stock Exchange had already suspended the shares, approval was pending from the Madras Stock Exchange. The transferee company's shares were listed with the Calcutta Stock Exchange, which had issued no objection to the proposed scheme.

4. An objection raised by the Regional Director regarding the authorized share capital was addressed in light of a previous legal precedent. The objection was deemed unsustainable as per the law laid down by the High Court in a previous case.

5. The official liquidator's report confirmed the absence of misfeasance by the directors and stated that the scheme would be beneficial to the company and its members. There were no objections raised by the official liquidator regarding the scheme.

6. The judgment concluded with a conditional order, subject to the scheme's sanction by the Calcutta High Court through a petition filed by the transferee company. Additionally, the remuneration for the Additional Central Government standing counsel was fixed at Rs. 5,000 to be paid by the petitioner company.

This comprehensive analysis covers the key issues addressed in the legal judgment, detailing the process and considerations involved in the scheme of amalgamation and its approval.

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