2016 (2) TMI 1345 - HC - Companies Law

Allahabad High Court Approves Companies Act Scheme for SGPKA Infratech Pvt. Ltd.

The Allahabad High Court approved the demerger and merger scheme under Sections 391/394 of the Companies Act, 1956, for SGPKA Infratech Private Ltd. and ... Sanction of scheme of compromise and arrangement - Demerger and amalgamation under the Companies Act - Condonation of delay in filing second motion petition - Notice by publication and service upon authorities - Consent / no-objection by Regional Director through Official Liquidator - Effect of sanction subject to registration with Registrar of Companies - Non-contentious scheme and public interest considerationSanction of scheme of compromise and arrangement - Demerger and amalgamation under the Companies Act - Non-contentious scheme and public interest consideration - Sanction of the scheme for demerger of Division A of petitioner No.1 and its merger with petitioner No.2 - HELD THAT: - The petition under Sections 391/394 of the Companies Act, 1956 sought sanction of a scheme providing for demerger of Division A of petitioner No.1 and transfer of its assets and liabilities to petitioner No.2. Notice of the petition was published and served as directed, no objections were filed, and the Regional Director, Northern Region, filed an affidavit through the Official Liquidator recording no objection to the scheme. The court found the matter non contentious, noted that the scheme was not against public interest or national policy, and therefore exercised its power to sanction the scheme as filed (annexure 1).The scheme is sanctioned.Condonation of delay in filing second motion petition - Notice by publication and service upon authorities - Consent / no-objection by Regional Director through Official Liquidator - Effect of sanction subject to registration with Registrar of Companies - Procedural formalities: condonation of delay, adequacy of notice, requirement of filing formal order in Form 41 and registration with ROC before scheme takes effect - HELD THAT: - The court accepted the explanation for delay in filing the second motion petition and condoned the delay. It recorded that statutory notice was published in two newspapers and that no opposition was received. The Regional Director's affidavit through the Official Liquidator raised no objection. Consequential directions were given to the office to draw the formal order of sanction in Form 41 and to the petitioner companies to file the formal order and the sanctioned scheme with the Registrar of Companies, U.P., Kanpur, within two weeks of availability of the order. The court clarified that the scheme will come into effect only from the appointed date specified in the scheme upon its registration by the Registrar of Companies.Delay condoned; formal order to be drawn and filed in Form 41; scheme effective only upon registration with ROC.Final Conclusion: The High Court sanctioned the demerger and merger scheme as non contentious, having condoned the delay and found publication and service to be in order and the Regional Director raising no objection; the registry is directed to draw the formal sanction order in Form 41 and the petitioners must file the sanction and scheme with the Registrar of Companies, whereupon the scheme will take effect from the appointed date on registration; Company Petition No.66 of 2015 is disposed of. Issues:1. Demerger and merger under Section 391/394 of the Companies Act, 1956.2. Sanction of the scheme for demerger and merger.3. Publication of notice and objections.4. Regional Director's affidavit and non-opposition to the scheme.5. Sanctioning of the scheme and registration process.Demerger and Merger under Section 391/394 of the Companies Act, 1956:The petition before the Allahabad High Court pertains to the demerger of one unit of a company, SGPKA Infratech Private Ltd., involved in housing projects, and its merger with another company, Agra Infraplanners Pvt. Ltd. The scheme involves transferring assets and liabilities of the demerged unit to the merging company as per the provisions of Section 391/394 of the Companies Act, 1956.Sanction of the Scheme for Demerger and Merger:The court, after considering the petition and the scheme filed by the petitioner companies, noted that no opposition was raised during the proceedings. The court previously allowed the companies to proceed with the second motion petition for the scheme's sanction, condoning the delay in its filing. The Regional Director, through the Official Liquidator, expressed no objection to the scheme, indicating a non-contentious nature of the matter. The court found the scheme not detrimental to public interest or national policy, leading to the sanctioning of the scheme.Publication of Notice and Objections:Notice of the petition was published in two newspapers, Hindustan Times and Amar Ujala, notifying the hearing date. Despite publication, no objections were filed by any party opposing the scheme. Additionally, the Regional Director was served notice and filed an affidavit stating no objection to the scheme, further confirming the lack of opposition.Regional Director's Affidavit and Non-Opposition to the Scheme:The Regional Director, representing the Ministry of Corporate Affairs, New Delhi, submitted a personal affidavit through the Official Liquidator, indicating no objection to the scheme's sanction. This affirmation, along with the absence of opposition from any party, reinforced the non-contentious nature of the matter before the court.Sanctioning of the Scheme and Registration Process:Given the lack of opposition, the court sanctioned the scheme as per annexure-1 to the petition. The office was directed to formalize the order in Form 41, and the petitioner companies were instructed to file the order, formal order, and scheme with the Registrar of Companies, U.P. at Kanpur for registration within two weeks. The scheme would come into effect upon registration by the Registrar, and interested parties were granted liberty to seek necessary directions from the court.Conclusion:The Company Petition No.66 of 2015 was disposed of accordingly, with the court approving the demerger and merger scheme under Sections 391/394 of the Companies Act, 1956, based on the lack of opposition and the Regional Director's non-objection stance.