2013 (9) TMI 1310 - HC - Companies Law

Summary

The Kerala High Court, presided by Hon'ble V. Chitambaresh, J., addressed a scheme of amalgamation between two public limited listed companies involved in the plantation business. Both the transferor and transferee companies, engaged in tea, coffee, and rubber plantations, respectively, have unanimously approved the scheme, highlighting the "commonality of interest in ownership and management" and the potential for "growth and development" through consolidation.

The amalgamation aims to reduce overhead duplication, enhance operational synergy, and improve financial leverage, thereby increasing shareholder value. The court noted that Clause 12 of the scheme confirms substantial compliance with the Companies Act, 1956, particularly section 391, which is described as a "single window scheme."

Referencing precedents such as Doosan Babcock Engg. & Services India (P.) Ltd. and Mekaster Valves & Engg. Services (P.) Ltd., the court emphasized the scheme's alignment with members' and creditors' interests. The High Court of Judicature of Madras had already sanctioned the scheme, and the Kerala High Court granted its sanction, directing the registry to issue the order in the appropriate statutory form. The company petition was thereby disposed of.