Allowed

Nageshwar Farms Pvt. Ltd. v. ------------------------------------------

Bombay HC13 Aug 2009CP/167/2009

Case brief

AI extract

What is this about?

High Court of Bombay sanctioned a Scheme of Amalgamation of five transferor companies with a transferee company under Sections 391-394 of the Companies Act, 1956, finding the scheme fair, reasonable, and compliant with law after resolving creditor concerns.

What did the court decide?

Company Petitions Nos.167 to 171 of 2009 and Company Petition No.172 of 2009 were made absolute sanctioning the Scheme of Amalgamation.

Nageshwar Farms Pvt. Ltd. Vs… — Specific Performance | Bombay HC (2009)

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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.167 OF 2009 CONNCTED WITH COMPANY APPLICATION NO.58 OF 2009

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Nageshwar Farms Pvt. Ltd. Petitioner / 1^st Transferor Company.

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AND

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COMPANY PETITION NO.168 OF 2009 CONNCTED WITH COMPANY APPLICATION NO.59 OF 2009

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Maruti Breeders Pvt. Ltd. Petitioner / 2^nd Transferor Company.

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AND

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COMPANY PETITION NO.169 OF 2009 CONNCTED WITH COMPANY APPLICATION NO.60 OF 2009

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Harshwardhan Farms Pvt. Ltd.

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Petitioner / 3^rd Transferor Company.

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AND

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COMPANY PETITION NO.170 OF 2009 CONNCTED WITH

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COMPANY APPLICATION NO.61 OF 2009

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Sanjay Breeders Pvt. Ltd. Petitioner / 4^th Transferor Company.

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AND

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COMPANY PETITION NO.171 OF 2009 CONNCTED WITH COMPANY APPLICATION NO.62 OF 2009

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Shashikant Farms Pvt. Ltd.

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Petitioner / 5^th Transferor Company.

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AND

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: 2 :

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COMPANY PETITION NO.172 OF 2009

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CONNCTED WITH

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COMPANY APPLICATION NO.63 OF 2009

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Khadkeshwar Hatcheries Pvt. Ltd.

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...Petitioner / Transferee Company.

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In the matter of Companies Act, 1956

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And

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

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And

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In the matter of Scheme of Amalgamation of

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Nageshwar Farms Pvt. Ltd.

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Maruti Breeders Pvt. Ltd.

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Harshwardhan Farms Pvt. Ltd.

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Sanjay Breeders Pvt. Ltd.

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Shashikant Farms Pvt. Ltd.

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with

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Khadkeshwar Hatcheries Pvt. Ltd.

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CORAM : S. J. KATHAWALLA J

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DATE : 13^th AUGUST 2009

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Ananth Iyengar - Advocate for the Petitioners.

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Mr. M. Chandanamuthu, Dy. Official Liquidator in Company Petition Nos. 167 of 2009 to 171 of 2009 present.

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Mr. Y. R. Mishra and Mr. A. R. Varma i/b Mr. S. K. Mohapatra for the Regional Director.

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P.C.

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Heard learned counsel for the parties.

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: 3 :

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The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Nageshwar Farms Pvt. Ltd. (First Transferor Company) and Maruti Breeders Pvt. Ltd. (Second Transferor Company) and Harshwardhan Farms Pvt. Ltd. (Third Transferor Company) and Sanjay Breeders Pvt. Ltd. (Fourth Transferor Company) and Shashikant Farms Pvt. Ltd. (Fifth Transferor Company) with Khadkeshwar Hatcheries Pvt. Ltd. (Transferee Company) and their respective Shareholders and Creditors.

¶48

Counsel appearing on behalf of the Petitioners has stated that they have complied with all the 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.

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The Regional Director has filed his affidavit stating therein that save and except as stated in paragraph 6, the Scheme is not prejudicial to the interest of Shareholders and public. In paragraph 6, the Regional Director states that the Petitioner Companies may be directed to file the latest financial statements before this Court at the time of hearing, since the last financial statements made available by the Petitioner Companies are only upto 31^st March 2008.

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Accordingly, each of the Transferor Companies and the Transferee Company have filed their respective further Affidavits dated 10^th August 2009, annexing thereto the un-audited balance sheet as on 31^st March 2009.

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: 4 :

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The Official Liquidator has filed his report in Company Petition Nos.167 of 2009 to 171 of 2009 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the said Transferor Companies may be ordered to be dissolved.

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Upon perusal of the entire material 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.

¶54

There were objections from two Trade Creditors viz : Interfreight Services Pvt. Ltd. and Apurva Chemicals of the Transferee Company on the ground that amount of Rs.6338/- and Rs.35,738/- respectively is due and payable by the Transferee Company to them. The Counsel appearing on behalf of the Petitioners has stated that the Transferee Company have filed further affidavit dated 9^th July 2009 in which it is stated that the amounts due to the said Trade Creditors have been paid up and duly acknowledged by the said Trade Creditors.

¶55

There is no objection to the Scheme, save and except as stated in paragraph 8 hereinabove, and since all the requisite statutory compliances have been fulfilled, Company Petitions Nos.167 of 2009 to 171 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (h) and Company Petition No.172 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (g).

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The Transferee Company to lodge copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps for the purpose adjudication of

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: 5 :

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Stamp Duty, payable, if any, on the same within 30 days from the date of the Order

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The Petitioners in all the Petitions to pay cost of Rs.7500/- each to the Regional Director. Petitioners in Company Petition Nos.167 of 2009 to 171 of 2009 to pay cost of Rs.7500/- each to the Official Liquidator. Costs to be paid within four weeks from today.

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

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All concerned Authorities to act on a copy of this order with Scheme duly authenticated by Company Registrar, High Court, Bombay.

¶62

(S. J. KATHAWALLA J )

Nageshwar Farms Pvt. Ltd. v. ------------------------------------------

Case brief

What is this about?

What did the court decide?

Nageshwar Farms Pvt. Ltd. v. ------------------------------------------

Case brief

What is this about?

What did the court decide?

What the court decided

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Statutes considered

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