2017 (1) TMI 125 - HC - Companies Law

Scheme of Arrangement Approved for Delhi Companies: Compliance Directive Issued

In Re : Uttam Sucrotech International Private Limited, Uttam Sucrotech International Holdings Private Limited

The Court granted sanction to a Scheme of Arrangement under Sections 391 and 394 of the Companies Act, 1956, involving two companies incorporated in ... Grant of Scheme under sections 391 and 394 of the Companies Act, 1956 - Held that:- Upon considering the approval accorded by the members and creditors of the Petitioner Companies to the Scheme; the circumstance that the objections raised by way of the affidavit filed by the Regional Director, Northern Region, Ministry of Corporate Affairs have been satisfied; and the report Official Liquidator attached to this High Court whereby no objections have been raised, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will however, comply with the statutory requirements, in accordance with law. A certified copy of the order, sanctioning the scheme, be filed with the ROC, within thirty (30) days of its receipt. Issues involved:Approval of Scheme of Arrangement under Sections 391 and 394 of the Companies Act, 1956.Detailed Analysis:1. Jurisdiction and Incorporation: The petition involves two companies, the Transferor Company and the Transferee Company, seeking approval for a Scheme of Arrangement. Both companies are incorporated in the National Capital Territory of Delhi, falling under the jurisdiction of the Delhi High Court.2. Share Capital and Scheme Details: Details regarding the authorized and paid-up share capital of both companies are provided. The Scheme involves issuing and allotting equity shares by the Transferee Company to the shareholders of the Transferor Company based on a specified ratio, aiming at operational efficiencies and enhanced shareholder value.3. Approval Process: The Board of Directors of both companies unanimously approved the Scheme. Previous applications were filed to dispense with certain meeting requirements, which were allowed by the Court. Subsequently, meetings of secured and unsecured creditors of the Transferor Company approved the Scheme without modifications.4. Reports and Compliance: Reports from the Official Liquidator and the Regional Director were submitted, indicating no objections to the Scheme. The Regional Director raised certain observations related to share transfer, income tax proceedings, and compliance with the Companies Act, 2013, which were addressed by the Petitioner Companies through affidavits and undertakings.5. Sanction of the Scheme: Considering the approvals from members and creditors, satisfaction of observations raised by the Regional Director, and no objections received, the Court granted sanction to the Scheme under Sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies were directed to comply with statutory requirements and file a certified copy of the order with the Registrar of Companies.6. Dissolution and Compliance: The Scheme resulted in the Transferor Company being dissolved without winding up. The Court clarified that the order did not grant exemptions from statutory obligations, and any deficiencies or violations would be subject to legal action. Additionally, the Petitioner Companies were directed to deposit a sum with the Delhi High Court Bar Association Lawyers' Social and Welfare Fund.7. Conclusion: The petition was allowed, and the Court disposed of it accordingly, emphasizing compliance with all provisions of the Scheme and legal requirements.This detailed analysis covers the key aspects of the judgment, including jurisdiction, share capital details, approval process, reports and compliance, sanction of the Scheme, dissolution, and compliance directives.