2015 (3) TMI 1399 - HC - Companies Law

Court approves Amalgamation Scheme of companies; shareholders and creditors sanctioned.

The Court sanctioned the Scheme of Amalgamation involving a transferee company and three transferor companies. Shareholders and creditors had approved the ... Sanction of scheme of Amalgamation - registration as NBFC - Transferee Company undertakes to register with RBI - HELD THAT:- A perusal of the papers would indicate that on consideration of the scheme the competent authorities though have raised observation regarding one aspect relating to the provisions made in the scheme, but it is not as being contrary to any law, but only for securing RBI clearance, which is undertaken. Further, despite publication of the filing of these petitions, no person interested in the affairs of the petitioner companies or their members have raised any objection to the sanction of scheme by this Court. The Transferee company would remain liable for compliance of the law under various enactments including the Income Tax Act on the scheme becoming operational. The scheme in Clause-9 provides to protect the interests of the staff workmen and employees of the Transferor companies - petition allowed. Issues involved:1. Sanction of the scheme of amalgamation involving a transferee company and three transferor companies.2. Appointment of a Chartered Accountant to verify the books and documents of the transferor companies.3. Examination of the scheme by the Regional Director and the Registrar of Companies.4. Compliance with regulatory requirements, including registration as an NBFC.5. Protection of the interests of staff, workmen, and employees of the transferor companies.Analysis:1. The petitioners, including a transferee company and three transferor companies, sought sanction of the Scheme of Amalgamation. The Board of Directors of the companies had approved the scheme, and shareholders and creditors had consented to it in writing. The Court dispensed with the convening of meetings and permitted the filing of petitions seeking sanction of the scheme (paragraph 2).2. The Official Liquidator appointed a Chartered Accountant to verify the books and documents of the transferor companies. The Chartered Accountant reported that the companies had not conducted their affairs against public interest or the interest of their members. Based on this, the Official Liquidator recommended sanctioning the scheme and dissolving the transferor companies without winding up (paragraph 4).3. The Regional Director and the Registrar of Companies examined the scheme. The Registrar of Companies highlighted that the transferee company needed to register as an NBFC to carry on the business of the transferor companies. The transferee company undertook to register with RBI and comply with all provisions of the Income Tax Act and Rules. RBI issued an in-principle approval to the Scheme of Amalgamation, satisfying the requirements (paragraph 5).4. Despite some observations by competent authorities regarding regulatory compliance, no objections were raised by interested parties. The scheme included provisions for the transferee company's liability under various enactments, including the Income Tax Act, and for protecting the interests of staff, workmen, and employees of the transferor companies (paragraph 6).5. The Court granted the prayer in the petition, sanctioning the Scheme of Amalgamation to bind shareholders, members, and creditors of the companies. The transferor companies were ordered to stand dissolved without winding up, with a requirement to file a copy of the order with the Registrar of Companies within thirty days (paragraph 7).