Allowed

Remi Motors Limited v. -

Bombay HC26 Oct 2007CP/632/2007

Case brief

AI extract

What is this about?

Coram D.B. Bhosale, J., this judgment sanctions a scheme of amalgamation of three transferor companies with a transferee company under sections 391-394 of the Companies Act, 1956. The court found the scheme fair, reasonable, and compliant with law after noting consent of shareholders and creditors. Petitions are made absolute.

What did the court decide?

Company Petition Nos. 631, 632, 633, and 634 of 2007 declared absolute; transfer of assets via amalgamation permitted.

Remi Motors Limited Vs - — Specific Performance | Bombay HC (2007)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY PETITION NO.631 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 437 OF 2007

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In the matter of a Scheme of Amalgamation of REMI INSTRUMENTS LIMITED, REMI MOTORS LIMITED, and REMI EQUIPMENTS LIMITED with RAJENDRA ELECTRICAL INDUSTRIES LIMITED.

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REMI INSTRUMENTS LIMITED.., Petitioners. (Ist Transferor Co.)

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WITH

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COMPANY PETITION NO.632 OF 2007

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CONNECTED WITH COMPANY APPLICATION NO. 438 OF 2007

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REMI MOTORS LIMITED...,

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Petitioners. (IInd Transferor Co.)

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WITH

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COMPANY PETITION NO.633 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 439 OF 2007

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REMI EQUIPMENTS LIMITED...,

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Petitioners (IIIrd Transferor Co.)

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WITH

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COMPANY PETITION NO.634 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 440 OF 2007

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RAJENDRA ELECTRICAL INDUSTRIES LIMITED. Petitioner.

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(Transferee Co.)

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Mr Rajesh Shah i/b Rajesh Shah & Co., for the petitioners. Ms K.V.Gautam, Dy.O.L., except CP 634/07. Mr A.M.Sethna with Mr.C.J.Joy and Mr G.C.Mishra for R.D. in all matters.

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CORAM: D.B.BHOSALE, J. DATE : 26.10.07

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PC:

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Heard learned counsel for the parties.

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The sanction of the court is sought under

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sections 391 to 394 of the Companies Act, 1956 to a scheme of amalgamation of Remi Instruments Limited, (first transferor company), Remi Motors Limited, (second transferor company), Remi Equipments Limited,

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(third transferor company) with Rajendra Electrical

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Industries Limited (transferee company).

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3. Counsel appearing on behalf of the Petitioners

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has st	ated before the court that	insofar	as the
transferor	companies are concerned:(i) all	the	equity
shareholders	have granted their consents;	(ii)	all the
unsecured	loan creditors of all the	three	transferor
companies	have granted their	consents;	(iii)
individual	notices were dispatched to all	the	secured
and	unsecured creditors of all the	three	transferor
companies	in pursuance of the directions	issued	by this

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court while dispensing with the convening of their

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meeting.

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4.	Inso	far as the transf	eree is concern	ed, the
Court has		been inform	ed by	the	learned	counsel	that:
(i) all	the	equity	shareholders	,	in	their	meeting
convened	on	7.7.2007,	have	app	roved	the	scheme
unanimously;(ii)		all the	unsecu	red	loan	creditors	have
granted	their	consents;	and	(iii)	indiv	idual	notices

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were dispatched to all the secured and unsecured creditors of the transferee company in pursuance of the

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directions issued by this court while dispensing with

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the convening of their meeting.

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5.	The Regional Direct	or in his affidavit dated
12.10.2007	has stated that	"as per clause 10.4 of		the
scheme,	if necessary,	transferee company shall,		before
the	allotment of the	equity shares in terms	of	the
scheme	increased its	authorized capital by cre	ation	of
atleast	such member of	equity shares of Rs.10/-	each	as
may	be necessary to	satisfy its obligations under		the
scheme.	In this	connection, if transferee	c	ompany
increases	its authorized	capital then,	tr	ansferee
company	may be directed	to comply with the	pr	ovisions
of	section 94/97 read	with Schedule X of the	Co	mpanies
Act,	1956 in respect	of filing of necessary fo	rms	with
ROC	fees and stamp	duty as applicable w	ith	the
Registrar	of Companies.	" The petitioners have		filed
reply	affidavit and hav	e undertaken to comply	with	the
requirement	of filing of	the necessary forms with		ROC

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fees and stamp duty as applicable with the Registrar of

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Companies. The undertaking is accepted.

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Upon perusal of the entire material placed on

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record, the scheme appears to be fair and reasonable

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and	is	not	violative	of any	provisions	of	law	and	is
not	contrary		to any	public	policy.None	of	the		parties
concerned	has		come	forward	to	oppose	the		scheme.
Moreover,		both	the	Regional	Director	and	the		Official
Liquidator	have		stated	that the	scheme,	as	pr	oposed,	is

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not contrary to the public interest or prejudicial to

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the interest of share holders or creditors.

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There is no objection to the scheme and since

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all	the	requisit	e sta	tutory	compliances	ha	ve	been
fulfilled,		Company	Petition	Nos.631,	632,	633	of	2007,
filed	by	the	transferor	companies	are	made	absolu	te in
terms	of	prayer	clauses	(a) to	(j).	Company		Petition

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No.634 of 2007 filed by the transferee company is made

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absolute in terms of prayer clause (a) to (k).

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The transferee company to lodge a copy of this

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order		and	the		scheme	with	the con	cerned	Superin	tendent
of	Stamps	for	the		purpose	of	adjudication	of	stamp	duty
payable	, if	any,		on	the	same	within	30	days	of

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obtaining the certified copy and/or authenticated copy of the order.

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The petitioners in all the company petitions to

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pay	cost	of	Rs.5000/-	each to	the	Regional	Director	and
to	the		Official	Liquidator by	the	petitioners	in	the

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petitions filed by the transferor companies. Costs to

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be paid within four weeks from today.

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Filing and issuance of the drawn up order is dispensed with.

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. All authorities concerned to act on a copy of this

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order duly authenticated by the Registry.

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(D.B.Bhosale,J.)

Remi Motors Limited v. -

Case brief

What is this about?

What did the court decide?

Remi Motors Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

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