The court considered a scheme of amalgamation between two companies. Sanction was sought under sections 391-394 of the Companies Act, 1956. The court found all requisite compliances fulfilled and the scheme fair, approved the petitions, and made them absolute.
Company Petition No. 672 of 2007 and Company Petition No. 673 of 2007 were made absolute.
This page shows the compact analysis of this judgement. The full analysis — procedural history, issue-by-issue holdings with ratio and obiter, advocates, and paragraph-level evidence for every claim — is being added to the record in batches and will appear here when this judgement has been through it.
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IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY PETITION NO. 672 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 718 OF 2007
In the matter of Scheme of Amalgamation between Tej Control Systems Private Limited and Satish Industrial Engineers Private Ltd.
Tej Control Systems Private Ltd,
Petitioners. (Transferor Co.)
WITH
COMPANY PETITION NO. 673 OF 2007 CONNECTED WITH
COMPANY APPLICATION NO.719 OF 2007
M/s Satish Industrial Engineers Pvt Ltd,
Petitioners. (Transferee Co.)
Mr Rahul D Oak, for the petitioners. Ms K.V.Gautam, Dy. O.L. in CP No.672/07 Mr C.J.Joy with Mr A.M.Sethana with Mr G.C.Mishra for R.D in both matters.
CORAM: D.B.BHOSALE, J. DATED: 26.10.07.
P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the court is sought under sections 391 to 394 of the Companies Act, 1956 to a scheme of amalgamation of Tej Control Systems Private Limited (for short, "transferor company") with M/s Satish Industrial Engineers Private Limited (for short, "transferee company").
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| has | stated | before the |
court | that | insofar as |
transferor |
|---|---|---|---|---|---|---|
| is con |
cerned; | all the |
equity | shareh | olders have |
granted |
| their | consents | and, in |
view | thereof, | the meeting |
was |
| dispensed | with | vide order |
dated | 6.7.2007 | passed by |
this |
| Court. | Simila | rly, the |
meeting | of | the secured |
and |
unsecured creditors was also dispensed with in view of
the consents granted by them all.
| court | has | been | infor | med | by the |
learned | counsel | that:(i) |
|---|---|---|---|---|---|---|---|---|
| all | the | equity | sha |
reholders | have | granted | their | consents |
| and | in | view | thereof | the | meeting | was dispe |
nsed with |
vide |
order dated 6.7.2007 passed by this Court; and (ii)
there are no secured and unsecured creditors.
12.10.2007 has raised the following objections:-
| "(a) As per |
Clause 10 of the Scheme |
upon | the |
|---|---|---|---|
| scheme becoming |
effective, the name |
of | the |
| Transferee company |
shall stand changes |
to | "TEJ |
| CONTROL SYSTEMS |
PRIVATE LIMITED". |
In | this |
| connection Transferee |
Company may be |
d | irected |
| to comply with |
the provisions of section |
21 |
of |
| the Companies Act, |
1956 in respect of |
filing | of |
| necessary forms |
with the Registr |
ar | of |
| Companies. | |||
| (b) As per |
clause 11 of the Scheme |
upon | the |
| scheme becoming |
effective, the main |
objects | of |
| the Memorandum of |
Association of the |
Tra | nsferor |
| Company shall form |
part of the main |
objects | of |
| the Memorandum of |
Association of the |
Tran | sferee |
| company. In |
this connection, |
Tran | sferee |
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Company may be directed to comply with the
provisions of section 17 of the Companies Act
1956 in respect of filing of necessary forms
with the Registrar of Companies."
The learned counsel for the petitioners undertakes to
comply with all the requirements as stated in the
objections raised by the Regional Director within eight
weeks from the date of receipt of this order. Their
undertaking is accepted.
| 6. | Upo | n perusal of | the entire | mater | ial placed on | |||
|---|---|---|---|---|---|---|---|---|
| record, | the | scheme | appears | to be |
fair | and | reasonable | |
| 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 | proposed | is |
not contrary to the public interest or prejudicial to
the interest of share holders or creditors.
| all |
the requisite |
statutory | compliances | h |
ave | been | |
|---|---|---|---|---|---|---|---|
| fulfilled, | Company Pe |
tition | No.672 | of 2007 |
filed | by | the |
| transferor | company | is | made | absolute in |
terms | of | prayer |
| clauses | (a) to |
(h). | Comp | any Petition |
No.673 | of | 2007 |
filed by the transferee company is made absolute in
terms of prayer clauses (a) to (i) .
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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 |
obtaining the certified copy and/or an authenticated
copy of the order.
and to the Official Liquidator by the petitioners in
the petition filed by the transferor company.
dispensed with.
. All authorities concerned to act on a copy of this
order duly authenticated by the Registry.
(D.B.BHOSALE, J.)
1 issue framed by the court
Whether the proposed scheme of amalgamation between Tej Control Systems Private Limited and Satish Industrial Engineers Private Limited complies with statutory requirements.
3 provisions across 1 enactments
Tej Control Systems Private Ltd
Satish Industrial Engineers Pvt Ltd
D.B. BHOSALE
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
