Case Note & Summary
The applicant, Pebble Bay Developers Private Limited (Transferee Company), filed a Company Summons for Direction No. 345 of 2014 under Sections 391 to 394 of the Companies Act, 1956, seeking sanction of a scheme of amalgamation of 16 Transferor Companies with itself. The Transferor Companies included Galleria Developers Private Limited, Advantage Raheja Builders Private Limited, and others. The court noted that the scheme had been approved by the requisite majority of shareholders and creditors of all companies. Notices were issued to the Regional Director, Official Liquidator, and other authorities, and no objections were received. The Regional Director filed an affidavit stating no objections subject to compliance with certain conditions, which were satisfied. The Official Liquidator also filed a report stating no irregularities. The court found that the scheme was fair, reasonable, and not against public interest. The court sanctioned the scheme, ordered that the Transferor Companies be dissolved without winding up, and directed that the costs of the proceedings be paid by the applicant.
Headnote
A) Company Law - Scheme of Amalgamation - Sanction under Sections 391-394 of the Companies Act, 1956 - Court sanctioned the amalgamation of 16 Transferor Companies with Pebble Bay Developers Private Limited, noting compliance with all statutory requirements, no objections from Regional Director or Official Liquidator, and that the scheme was fair and reasonable and not against public interest (Paras 1-6).
Issue of Consideration
Whether the proposed scheme of amalgamation of the Transferor Companies with the Transferee Company should be sanctioned by the court under Sections 391 to 394 of the Companies Act, 1956.
Final Decision
The court sanctioned the scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956, and ordered that the Transferor Companies be dissolved without winding up. The applicant was directed to pay costs of the proceedings.
Law Points
- Scheme of amalgamation
- sanction of court
- compliance with statutory requirements
- no objection from authorities
- protection of shareholders and creditors
