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2016 (1) TMI 548 - PUNJAB AND HARYANA HIGH COURTSanction of Amalgamation and Arrangement - composite scheme - Held that:- In terms of provisions of Section 394 of the Act, there could be amalgamation of any number of companies in one company but not that part of business of one company 'A' is to be merged in company 'B' and other companies are sought to be merged with Company-A. Both the schemes independently have no connection whatsoever as these are independent schemes. Balance-sheets, figures and financial of all the companies would be different. The shareholders sitting in the Board rooms may approve or disapprove anything but it is ultimately for the Company Court to see as to whether the process followed can be approved or not. Section 392 of the Act authorises to the Company Court to pass any order at the time or any time after sanction of the scheme to monitor as to whether the scheme is being properly implemented or not. In case the object is not achieved, the company can even be ordered to be wound up. If a composite scheme involving different companies with different objects is presented before the Court, it will not be possible for the Court to examine as to whether the object sought to be achieved by the first part in the scheme has, in fact, been achieved or not. After the implementation of part one of the scheme, shareholding pattern, the business, the profits etc. of the transferor and the transferee company will certainly have a change. Those figures are required to be presented before the members and shareholders of the resultant company and the other companies, which are sought to be merged or demerged with the resultant company. Merely because, as is sought to be claimed by learned counsel for the petitioners that, there may be some delay in the process of sanctioning the scheme will not be a good ground to approve a composite scheme involving different companies and different aspects having no relations inter-se. If a composite petition is to be filed, it should be arrangement between two or more companies not different arrangements involving different companies. No doubt, the Court will not examine the business principles or commercial wisdom of the members of the companies at the time of sanctioning of scheme, but still compliance of procedural requirement is within the domain and this would fall in that. It is the duty of the Company Court to ensure presentation of correct facts, numbers, figures before the members and the creditors of the company. The companies have different causes of actions and may have to approach the Court independently. Hence, the petitions seeking approval of kind of Scheme presented before the Court, cannot be entertained.
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