Court sanctions Scheme of Amalgamation under Companies Act. Compliance, transfer, dissolve formalities emphasized. Stamp duty, taxes obligation.

The Court granted sanction to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies were directed to comply with statutory requirements, transfer assets, liabilities, and duties as per the Scheme without formalities, and dissolve the transferor company upon the Scheme's effectiveness. The order emphasized the companies' obligation to fulfill stamp duty, taxes, and legal requirements. Additionally, the Petitioner Companies agreed to voluntarily deposit Rs. 1,00,000/- in the Common Pool fund of the Official Liquidator. The Petition was allowed, and the order was to be issued promptly.

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Issues:
1. Sanction to the Scheme of Amalgamation under sections 391 & 394 of the Companies Act, 1956.

Analysis:
The judgment involves a joint Petition filed by two companies seeking sanction to a Scheme of Amalgamation between them. The Petitioner Companies are located in New Delhi, within the jurisdiction of the Delhi High Court. Details regarding the incorporation dates, capital structure, and resolutions approving the Scheme have been provided in the Petition. The Scheme entails a share exchange ratio where one equity share of the Petitioner Company-I will be exchanged for 0.62 equity shares of the Petitioner Company-II. Previous court orders allowed dispensation of meetings, and notices were duly issued to relevant authorities for the current Petition.

The Official Liquidator and the Regional Director of the Ministry of Corporate Affairs submitted reports in response to the notices issued. The Official Liquidator confirmed no complaints against the Scheme, and the Regional Director highlighted observations regarding shareholding patterns, compliance with Companies Act provisions, and filing of annual returns. The Petitioner Companies responded to these observations, clarifying their compliance with regulations, especially concerning foreign entities and annual return filings. No objections to the Scheme were received from any party, as confirmed by the Advocate. Based on shareholder and creditor approvals, along with the reports from authorities, the Court found no impediment to granting sanction to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956.

The Court granted sanction to the Scheme, directing the Petitioner Companies to comply with statutory requirements and transfer all assets, liabilities, and duties as per the Scheme without further formalities. The order specified the dissolution of the transferor company upon the Scheme coming into effect. It was clarified that the order did not exempt the companies from stamp duty, taxes, or other charges, and compliance with all legal requirements was mandatory. Additionally, the Petitioner Companies agreed to deposit a sum of Rs. 1,00,000/- in the Common Pool fund of the Official Liquidator voluntarily. The Petition was allowed in the terms mentioned, with the order to be issued immediately.

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