2013 (10) TMI 335 - HC - Companies Law

Court Sanctions Amalgamation Scheme under Companies Act. Shareholders & creditors approve. Assets transfer.

The Court granted sanction to the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act 1956. Approval was based on the unanimous consent ... Sanction of the Scheme of Amalgamation - Alteration of MOA and AOA - Held that:- No objection has been received to the Scheme from any other party. Mr. Rajib Routray, authorized representative of the Petitioner companies has filed an affidavit dated 21st May 2013 confirming that neither the Petitioner companies nor their counsel have received any objection from public pursuant to publication of citations in the newspapers - In view of the approval accorded by the shareholders and creditors of the Petitioner companies ; representation / reports filed by the RD and the OL to the proposed Scheme, there appears to be no impediment to grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 391 and 394 of the Act. The Petitioner companies will comply with the statutory requirements in accordance with law - The certified copy of the order shall be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of Section 391 and 394 of the Act and in terms of the Scheme, the whole or part of the undertakings, the properties, rights and powers of the Transferor companies shall be transferred to and vest in the Transferee company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Transferor companies shall be transferred to the Transferee company without any further act or deed. Upon the Scheme coming into effect, the Transferor companies shall stand dissolved without winding up - Petition allowed. Issues:Approval of Scheme of Amalgamation under Sections 391 and 394 of the Companies Act 1956.Detailed Analysis:1. Filing of Joint Petition under Sections 391 and 394The petitioners filed a joint petition seeking sanction of the Scheme of Amalgamation among the Transferor companies and the Transferee company under Sections 391 and 394 of the Companies Act 1956.2. Jurisdiction and Details of Petitioner CompaniesThe registered offices of the Petitioner companies were located within the National Capital Territory of Delhi, falling under the jurisdiction of the Delhi High Court. Details regarding the incorporation dates and capital structure of the Petitioner companies were provided in the petition.3. Submission of Relevant DocumentsThe petition included copies of the Memorandum and Articles of Association, as well as the latest audited annual accounts for the Petitioner companies. Resolutions passed by the Boards of Directors of the Petitioner companies approving the Scheme were also submitted.4. Dispensation of Shareholders and Creditors MeetingsEarlier, the Court dispensed with the requirements of convening meetings of shareholders and creditors of the Petitioner companies. Meetings of creditors were held, and reports confirming unanimous approval of the proposed Scheme were submitted to the Court.5. Notice and ComplianceFollowing the filing of the present petition, notices were issued to the Regional Director and the Official Liquidator. Citations were published in newspapers, and compliance regarding service and publication was demonstrated by the Petitioner companies.6. Reports by Official Liquidator and Regional DirectorThe Official Liquidator reported no complaints against the proposed Scheme and found no prejudicial conduct in the affairs of the Transferor companies. The Regional Director raised an objection regarding the alteration of Memorandum and Articles of Association, which was resolved by an undertaking from the Transferee company.7. Absence of ObjectionsNo objections were received from any other party regarding the Scheme. Confirmation was provided that no objections were received from the public after the publication of citations in newspapers.8. Grant of SanctionConsidering the approval by shareholders and creditors, along with the reports filed by the Regional Director and the Official Liquidator, the Court granted sanction to the Scheme under Sections 391 and 394 of the Companies Act 1956.9. Implementation of SchemeThe order directed the filing of a certified copy with the Registrar of Companies within 30 days. It outlined the transfer of undertakings, properties, rights, and liabilities to the Transferee company, leading to the dissolution of the Transferor companies.10. Clarification and Voluntary DepositThe order clarified that it did not exempt from stamp duty or taxes and required compliance with all legal requirements. The Petitioner companies agreed to deposit a sum with the Common Pool Fund of the Official Liquidator voluntarily.11. Final DecisionThe petition was allowed, and the order was directed to be given dasti.