Court approves Amended Scheme of Amalgamation under Companies Act.

The Court sanctioned the Amended Scheme of Amalgamation under Sections 391 & 394 of the Companies Act, 1956. The assets and liabilities of the 5th Transferor Company were to vest in the Transferee Company, leading to the dissolution of the Transferor Company without winding up. The Transferee Company was directed to comply with Accounting Standard 14 as per the Scheme. The Scheme was declared binding on the companies, their Shareholders, Creditors, and all concerned parties. The formal sanction of the Scheme was ordered to be drawn up and filed with the Registrar of Companies within 30 days, with publication in specified newspapers and the official gazette of the Government of Haryana.

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

Analysis:
The petition was filed seeking sanction of the Amended Scheme of Amalgamation under Section 391 & 394 of the Companies Act, 1956. The petitioner, the 5th Transferor Company, supported the petition with an affidavit. The main objects of both the Transferor and Transferee Companies were detailed in their respective Memorandum and Articles of Association. The registered offices of the companies were situated in New Delhi and Gurgaon. The Board of Directors of the 5th Transferor Company had approved the Amended Scheme in a meeting held on 30.6.2015.

The Court noted that earlier, the petitioner had approached the Court through a Company Petition, and the holding of meetings of Shareholders and Unsecured Creditors was dispensed with in the First Motion Petition. Notice of the Second Motion of the petition was duly issued to the Regional Director, Ministry of Corporate Affairs, Noida, and the Official Liquidator. The reports submitted by the Regional Director and the Official Liquidator did not raise any objections to the Scheme, except for an observation regarding Accounting Standard 14.

Considering all the relevant facts, procedural requirements under Sections 391 & 394 of the Act, and the reports of the Regional Director and Official Liquidator, the Court sanctioned the Amended Scheme. The assets and liabilities of the 5th Transferor Company were to vest in the Transferee Company, leading to the dissolution of the Transferor Company without winding up. The Transferee Company was directed to comply with Accounting Standard 14 as per the Amended Scheme. The Scheme was declared binding on the companies, their Shareholders, Creditors, and all concerned parties.

The Court ordered the formal sanction of the Amended Scheme to be drawn in accordance with the law, with a certified copy to be filed with the Registrar of Companies within 30 days. Additionally, a notice of the order was to be published in specified newspapers and the official gazette of the Government of Haryana. Interested parties were given the liberty to apply to the Court for any necessary directions. The petitioner agreed to deposit a sum of Rs. 1,00,000/- in the Common Pool Fund Account of the Official Liquidator voluntarily, which was accepted by the Court. The matter was disposed of accordingly.

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