2016 (9) TMI 267 - HC - Companies Law

Court Sanctions Amalgamation Scheme under Companies Act. Equity Shareholders, Creditors Meetings Waived. Regional Director Concerns Addressed.

The Court sanctioned the Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956, involving two companies. Meetings of Equity ... Scheme of Amalgamation is sanctioned. The sanction of the scheme is subject to the sanction of the Scheme by the Hon’ble High Court of Judicature at Bombay in the petition med by the Transferee company. It is further directed that the petitioner Company shall preserve its books of accounts, papers and record and shall not to dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956. The petitioner company is also directed to ensure compliances of all applicable laws and it is also observed that sanction of the Scheme shall not absolve the petitioner company from any of the statutory liability, if any. Issues:1. Sanction of the Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956.2. Dispensation of meetings of Equity Shareholders and Unsecured Creditors.3. Observations by the Regional Director regarding authorized capital, NOC from RBI, and Income Tax compliance.4. Report of the Official Liquidator and directions for preservation of records and statutory compliances.5. Sanction of the Scheme subject to approval by the Bombay High Court, preservation of records, and compliance with applicable laws.Analysis:1. The petition sought sanction for the Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956, involving Udayan Developers Private Limited and Aditya Findings Private Limited. The Court had earlier dispensed with the meetings of Equity Shareholders and Unsecured Creditors as there were no secured creditors.2. The Regional Director raised concerns about the authorized capital, NOC from RBI, and Income Tax compliance. The petitioner responded, clarifying that the authorized share capital would be sufficient for issuing new shares, the company was not an NBFC requiring an NOC from RBI, and they committed to complying with Income Tax provisions.3. The Official Liquidator confirmed that the transferor company's affairs were not prejudicial. However, directions were issued to preserve records, seek permission before disposal, and ensure statutory compliances. The Court, after considering all reports and documents, sanctioned the Scheme of Amalgamation.4. The sanction was subject to approval by the Bombay High Court and included directions for record preservation, statutory compliances, and emphasized that statutory liabilities remained post-sanction. Costs were imposed on the petitioner, and requirements for stamp duty adjudication and filing with relevant authorities were outlined.5. The order dispensed with filing and issuance formalities, allowing authorities to act on authenticated copies promptly. The petition was disposed of accordingly, concluding the legal proceedings related to the Scheme of Amalgamation.