Allowed

Diligent Industries Limited, v. -

Telangana HC26 Sept 2013CP/194/2013

Case brief

AI extract

What is this about?

The court sanctioned a scheme of amalgamation between a transferor and a transferee company filed under Sections 391 and 394 of the Companies Act, 1956, after satisfying itself regarding shareholder consent, creditor approval, and the absence of statutory objections.

What did the court decide?

The scheme of amalgamation is sanctioned on the condition that stamp duty is paid and the order is filed with the Registrar of Companies for registration within thirty days.

Diligent Industries Limited, Vs - — Company and Corporate | Telangana HC (2013)

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HON’BLE SRI JUSTICE VILAS V.AFZULPURKAR COMPANY PETITION Nos.193 and 194 of 2013

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COMMON ORDER:

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These Company Petitions are filed, under Sections 391 and 394 of the Companies Act, 1956 (the Act), seeking amalgamation. While C.P.No.193 of 2013 is filed by the transferor Company, C.P.No.194 of 2013 is filed by the transferee Company. Prior to the filing of the present company petitions, in pursuance of the scheme of amalgamation enclosed as Annexure – E, C.A.Nos.747 and 748 of 2013, under Section 391 of the Act, were moved before this Court by the transferor and transferee Companies respectively.

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In C.A.No.747 of 2013, the transferor Company had sought for dispensing with the meeting of the shareholders, secured and unsecured creditors in view of the written consent of the secured and unsecured creditors filed before this Court together with the consent of the shareholders of the Company. Based on that, this Court, by order in C.A.No.747 of 2013 dated 26.06.2013, dispensed with the meeting of the shareholders and creditors of the transferor Company. So far as the transferee Company is concerned, this Court, by order in C.A.No.748 of 2013 dated 26.06.2013, directed to conduct the meeting of the shareholders for considering the scheme of amalgamation. As there were no secured or unsecured creditors in the transferee company, it was not necessary to hold any meeting with regard thereto. The meeting of the shareholders was held and a report of the Chairperson dated 07.08.2013 is filed, and almost all the shareholders voted in favour of the proposed resolution accepting

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the scheme of amalgamation and no votes were cast against the said resolution. The scheme of amalgamation was, accordingly, approved by the shareholders without any modification. The proposed scheme would come into effect from the appointed date i.e. 01.04.2012, as notified in the scheme. Both the transferor and transferee Companies, thereafter, filed the present Company Petitions seeking sanction of the scheme of amalgamation.

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In pursuance of the order of this Court dated 21.08.2013, notices were served on the Central Government as well as the Official Liquidator calling for their reports, and the date of hearing of the Company Petitions was also published in Business Standard (English daily) and Andhra Bhoomi (Telugu daily), Hyderabad editions. The petitioner has filed proof of publication showing that notices were published on 30.08.2013, and a corrigendum with regard to the date of hearing wrongly mentioned was also carried out on 05.09.2013.

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The Regional Director (South Eastern Region), Corporate Affairs, Hyderabad, on behalf of the Central Government, has filed a report stating that, as per the report of the Registrar of Companies, Hyderabad, both the transferor and transferee Companies were regular in filing the statutory returns, and no complaints or investigations are pending against them and, therefore, the Central Government has no objection to said scheme of amalgamation.

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A report is also filed by the Official Liquidator, wherein he has called for the statutory books and other relevant information and, after examining the same including the audited balance sheet as on 31.03.2012, has discussed in detail the share transfer ratio and, based on the auditor’s report, no shares were accepted by the Company within the meaning of Sections 58A and 58AA of the

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Act. He would further state that the scheme, as approved, was not found objectionable on any ground, and he was of the opinion that the affairs of the transferor Company appeared to have not been conducted in a manner prejudicial to the interests of the members or to the public interest.

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In view of that, this Court is satisfied that the scheme of amalgamation, as approved by the members and as consented by the shareholders, secured and unsecured creditors, is required to be approved in the interest of transferor and transferee Companies.

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I consider it appropriate, therefore, to sanction the Scheme of amalgamation on condition that the prescribed stamp duty is paid, and proof of payment furnished, along with a certified copy of the order of this Court, which shall be filed with the Registrar of Companies, A.P. Hyderabad for its registration within thirty days from the date of the order. The transferor company shall also pay a sum of Rs.5,000/- (Rupees Five Thousand Only) each to Sri M.Anil Kumar, Learned Counsel for the Official Liquidator, and Sri Ponnam Ashok Goud, Learned Assistant Solicitor General, in receipt of the work done in examining the scheme and filing their respective reports.

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VILAS V.AFZULPURKAR,J

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Date: 26.09.2013 usd

Diligent Industries Limited, v. -

Case brief

What is this about?

What did the court decide?

Diligent Industries Limited, v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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