Court Sanctions Amalgamation Scheme under Companies Act. Compliance, Transfer Approved. No Exemptions. Petition Allowed. The Court granted sanction to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. The order mandated compliance with ...
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Court Sanctions Amalgamation Scheme under Companies Act. Compliance, Transfer Approved. No Exemptions. Petition Allowed.
The Court granted sanction to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. The order mandated compliance with statutory requirements, including filing with the Registrar of Companies within 30 days. Transfer of undertakings, property, rights, and liabilities to the Transferee Company was approved. No exemption from stamp duty or taxes was granted. The Petitioners agreed to deposit a sum in the Official Liquidator's fund voluntarily. The petition was allowed as per the terms mentioned, with no objections from any party and approval from shareholders and creditors.
Issues: Petition filed under sections 391(2) & 394 of the Companies Act, 1956 for Scheme of Amalgamation approval.
Analysis: The petition sought sanction for the Scheme of Amalgamation involving three companies. The registered offices of all companies were in New Delhi. Details of incorporation, capital, and accounts were provided. Resolutions approving the scheme were submitted. No pending proceedings under Sections 235 to 251 of the Companies Act were reported. Share exchange ratios were detailed in the scheme.
Analysis: Earlier, directions were sought and granted for dispensation of shareholder and creditor meetings. No objections were raised during the process. Notices were issued to the Regional Director and Official Liquidator, with publications in newspapers. The Official Liquidator's report confirmed no complaints against the scheme and no prejudicial conduct by the companies. The Regional Director raised concerns regarding Section 295 violations by the companies.
Analysis: In response to the Regional Director's observations, the Director of the Transferee Company clarified the inter-corporate loans as unintentional, with compounding applications filed. Legal proceedings clause in the scheme ensured continuity of pending cases. Reference to past judgments supported the stance that civil and criminal liabilities would persist post-amalgamation. The objection by the Regional Director was overruled.
Analysis: No objections were received from any party. Shareholders and creditors approved the scheme. The Court granted sanction to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. Compliance with statutory requirements was mandated. The order needed to be filed with the Registrar of Companies within 30 days. Transfer of undertakings, property, rights, and liabilities to the Transferee Company was approved. No exemption from stamp duty or taxes was granted. The Petitioners agreed to deposit a sum in the Official Liquidator's fund voluntarily. The petition was allowed as per the terms mentioned.
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