Amex Irons Private Limited v.
IN THE HIGH COURT OF JUDICATURE AT MADRAS
RESERVED ON : 29.04.2016 DELIVERED ON: 01.06.2016 Coram The Honourable Mr.Justice RAJIV SHAKDHER C.P.Nos.59 and 60 of 2016 Amex Irons Private Limited having its Registered Office at S.F.No.288, Kunnathur Pudur (PO), Sathy Road, Coimbatore - 641 107, Tamil Nadu represented by its Authorized Signatory Mr.R.Vijyasekaran .. Petitioner / Transferor Company Amex Alloys Private Limited having its Registered Office at S.F.No.288/2, Kunnathur Pudur (PO), Sathy Road, Coimbatore - 641 107, Tamil Nadu represented by its Authorized Signatory Mr.V.C.Ragunath .. Petitioner / Transferee Company Petition filed under Sections 391 to 394 of the Companies Act, 1956 to sanction the Scheme of Amalgamation.
For Petitioners :
Mr.Sricharan Rangarajan
Mr.G.Venkatesan Central Government Standing Counsel for Regional Director Ministry of Company Affairs,Chennai Mr.Achutha Ramaiah Official Liquidator ------ C O M M O N O R D E R The above Company Petitions are preferred under Sections 391 to 394 of the Companies Act, 1956 for sanctioning the scheme of amalgamation of the transferor company with the transferee company with effect from 01.04.2015. The scheme of amalgamation (in short scheme) is appended as Annexure 'E' to these petitions.
2. The petitioner in C.P.No.59 of 2016 is the transferor company and the petitioner in C.P.No.60 of 2016 is the transferee company.
3. A perusal of the records show that the petitioner has complied with the prescribed procedure. The transferor company has one secured creditor, i.e., Indian Bank and no objection of the secured creditor to the proposed scheme has been obtained, which is appended as Annexure 'G' to C.P.No.59 of 2016. The transferee
company has two secured creditors, i.e., HSBC Limited and Yes Bank Limited and no objection of the secured creditors to the proposed Scheme have been obtained, which are appended as Annexure 'G' to C.P.No.60 of 2016.
3.1. A copy of two separate resolutions of even date, i.e., 16.12.2015 passed by the Board of Directors of both the transferor company as well as the transferee company adopting the scheme is enclosed as Annexure 'D' to these petitions.
4. The affidavit of equity shareholders of the transferor company giving their consent to the scheme is appended as Annexure 'I' to C.P.No.59 of 2016. The affidavits of equity shareholders and preference shareholders of the transferee company giving their consent to the scheme are respectively appended as Annexure 'I and J' to C.P.No.60 of 2016.
4.1. This Court, in its order dated 29.01.2016 passed in C.A.No.75 of 2016 dispensed with the convening, holding and conducting of the meeting of the equity shareholders of the transferor company for the purpose of considering and if thought fit, approving
with or without modification, the scheme conceived by the petitioner company involving amalgamation.
4.2. By order dated 29.01.2016 passed in C.A.Nos.76 and 77 of 2016, this Court dispensed with the convening, holding and conducting of the meeting of the equity shareholders as well as the preference shareholders of the transferee company for the purpose of considering and if thought fit, approving with or without modification, the scheme conceived by the petitioner company involving amalgamation.
5. Upon notice being issued, the Regional Director, Ministry of Company Affairs has filed his report stating that he has no objection to the scheme being sanctioned.
6. The Official Liquidator has also filed his report along with the report of the Chartered Accountant. Chartered Accountant, in his report, states that the affairs of the transferor company have not been conducted in a manner prejudicial to the interest of its members or to public interest and that he did not come across any act of misfeasance by the Directors attracting the provisions of Sections 542 and 543 of the Companies Act, 1956. It is further stated that the records
maintained in the office of the Registrar of Companies were also caused to be inspected by the said Chartered Accountant. In the absence of any inference that the affairs of the transferor company were being conducted in a manner prejudicial to the interest of its members or public interest, the Official Liquidator has filed his report before this Court for appropriate orders.
7. I have perused the scheme filed along with the company petitions. I find that the Scheme is not prejudicial to the interest of any person or entity, which has a stake/interest in the petitioner companies. The said scheme, as framed, is not violative of any statutory provisions.
8. The scheme as formulated is fair, just, sound and is not contrary to any public policy or public interest. No proceedings appear to be pending under the provisions of Sections 231 to 237 of the Companies Act, 1956. All the statutory provisions appear to have been complied with.
9. Consequently, there shall be an order approving the scheme of amalgamation between transferor company, viz., M/s.Amex Irons
Private Limited and the transferee company, viz., M/s.Amex Alloys Private Limited, with effect from 01.04.2015, as per the procedure laid down under Sections 391 to 393 of the Companies Act.
10. Taking note of the report by the Chartered Accountant as enclosed by the Official Liquidator, in terms of the order passed by this Court, the transferor company shall stand dissolved, albeit, without winding up.
11. It is made clear, that this order will not be construed as an order granting exemption from payment of stamp duty or, taxes or, any other charges, if any, payable, as per the relevant provisions of law or, from any applicable permissions that may have to be obtained or, even compliances that may have to be made, as per the mandate of law.
12. The learned Senior Central Government Standing Counsel will be entitled to a fee of Rs.5,000/-, which shall be paid by the transferee company.
13. The above petitions are disposed of in the aforementioned
terms.
Index : Yes / No Internet : Yes 01.06.2016 gg
RAJIV SHAKDHER, J.
gg Common Order in C.P.Nos.59 and 60 of 2016 01.06.2016