Allowed

Cfl Aromas India Pvt. Ltd. v. ---------------------------------------------

Bombay HC6 Jun 2008CP/249/2008

Case brief

AI extract

What is this about?

The Court sanctioned a Scheme of Amalgamation between CFL AROMAS INDIA PRIVATE LIMITED and GOLDFIELD FRAGRANCES PRIVATE LIMITED under Sections 391 to 394 of the Companies Act, 1956, finding it fair and beneficial. Both petitions were declared absolute.

What did the court decide?

Company Petitions No. 249 of 2008 and No. 250 of 2008 declared absolute; sanction granted for Scheme of Amalgamation.

Cfl Aromas India Pvt. Ltd. Vs… — Specific Performance | Bombay HC (2008)

¶1

¶2

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

¶3

ORDINARY ORIGINAL CIVIL JURISDICTION

¶4

COMPANY PETITION NO. 249 OF 2008.

¶5

CONNECTED WITH

¶6

COMPANY APPLICATION NO. 284 OF 2008

¶7

CFL AROMAS INDIA PRIVATE LIMITED ..Petitioner/Transferor Company

¶8

AND

¶9

COMPANY PETITION NO. 250 OF 2008.

¶10

CONNECTED WITH

¶11

COMPANY APPLICATION NO. 285 OF 2008

¶12

GOLDFIELD FRAGRANCES PRIVATE LIMITED ..Petitioner/Transferee Company

¶13

In the matter of the Companies Act 1 of 1956);

¶14

AND

¶15

In the matter of Sections 391 to 394 of the Companies Act, 1956;

¶16

AND

¶17

In the matter of Scheme of

¶18

Amalgamation of CFL AROMAS INDIA PRIVATE LIMITED with GOLDFIELD FRAGRANCES PRIVATE LIMITED

¶19

Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioners.

¶20

Mr. S. Ramakantha Dy. Official Liquidator, in CP No. 249 of 2008.

¶21

i/b Ms.Heena Shah for Regional Director in C.P. Nos. 249 of 2008 and 250 of 2008.

¶22

¶23

CORAM: S. C. Dharmadhikari, J.

¶24

DATE: 6^th June, 2008

¶25

PC:

¶26

Heard learned counsel for the parties.

¶27

The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of CFL AROMAS INDIA PRIVATE LIMITED with GOLDFIELD FRAGRANCES PRIVATE LIMITED.

¶28

Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made thereunder.

¶29

The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and public.

¶30

The Official Liquidator has filed report in Company Petition No. 249 of 2008 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved

¶31

Upon perusal of the entire material placed on records, 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 prejudicial to the interest of share holders, creditors and the public.

¶32

There is no objection to the scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.249 of 2008 filed by the

¶33

¶34

Transferor Company is made absolute in terms of prayer clauses (a) to (j). Company Petition No. 250 of 2008 filed by Resulting Company is made absolute in terms of prayer clause (a) to (i). .

¶35

The Petitioner Companies to lodge a copy of this order and the scheme with the concerned Superintendent 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.

¶36

The Petitioners in all the Company Petitions to pay cost of Rs.5000/- each to the Regional Director and the Petitioner in Company Petition No 249 of 2008 filed by the Transferor Company to pay the Official Liquidator a sum of Rs.5000/- . Costs to be paid within four weeks from today.

¶37

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

¶38

11.All authorities concerned to act on a copy of this order along with the copy of the Scheme duly authenticated by the Company Registrar.

¶39

(S. C. Dharmadhikari, J.)

Cfl Aromas India Pvt. Ltd. v. ---------------------------------------------

Case brief

What is this about?

What did the court decide?

Cfl Aromas India Pvt. Ltd. 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

Similar cases

Lloyds Steel Industries Vs Parasram Purohit

Al-Qahtani Pipe Coating Terminal Vs the Official Liquidator, Liquidator of Otoklin Plant and Equipment Ltd. (in Liqn) and Ors.

M/S. Maharashtra Apex Corpn. Ltd. Vs the Official Liquidator of M/S. Arihand Electromech Engg.Co. Pvt. Ltd. (in Liqn.)

Shri Brihad Bhartiya Samaj Vs

Precision Rubber Industries Pvt. Ltd. Vs ---------------------------------------------

Supreme Petrochem Limited Vs ---------------------------------------------