High Court Sanctions Amalgamation Scheme under Companies Act

The High Court granted sanction to the Scheme of Amalgamation involving three companies under Sections 391(1), 393 & 394 of the Companies Act, 1956. The court approved the petition, directing compliance with statutory requirements and payment of costs to the Official Liquidator. The Scheme of Amalgamation was sanctioned, with the transferor companies set to dissolve without winding up upon the effective date. The petitioners were instructed to deposit costs with the Official Liquidator, and the order was to be filed with the Registrar of Companies within 30 days.

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Issues:
1. Sanction of Scheme of Amalgamation under Sections 391(1), 393 & 394 of the Companies Act, 1956.

Analysis:
The petitioners, in a joint petition, sought the High Court's sanction for the Scheme of Amalgamation involving three companies: two transferor companies and one transferee company. The transferor companies, originally incorporated under the Companies Act, 1956, had changed names and shifted registered offices to Delhi. Similarly, the transferee company had undergone name changes and was situated in New Delhi. The authorized share capital details of all three companies were provided in the petition.

The petition included the Memorandum and Articles of Association of the companies, audited balance sheets, and the Scheme of Amalgamation outlining the benefits of consolidation and increased potential for revenue and profits post-amalgamation. The share exchange ratio was specified in the Scheme, and it was stated that no proceedings under relevant sections of the Companies Act, 1956 were pending against the companies.

The Board of Directors of all companies had approved the Scheme, and the requirement for convening shareholder and creditor meetings was previously dispensed with by the court. Notices were issued to relevant authorities, and reports from the Official Liquidator and Regional Director, Northern Region, were submitted, with no objections received. The Official Liquidator requested costs to be paid by the petitioners, which were agreed upon. The court granted sanction to the Scheme of Amalgamation, directing compliance with statutory requirements and payment of costs to the Official Liquidator.

In conclusion, the court approved the petition, and the Scheme of Amalgamation was sanctioned, with the transferor companies set to dissolve without winding up upon the effective date. The petitioners were directed to deposit costs with the Official Liquidator, and the order was to be filed with the Registrar of Companies within 30 days.

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