Allowed

Kay Iron Works (Satara-Maharashtra) Pvt. Ltd. v. -------------------------------------------

Bombay HC31 Jul 2009CP/263/2009

Case brief

AI extract

What is this about?

The Bombay High Court sanctioned a scheme of amalgamation between Kay Iron Works and Kay Bouvet Engineering Private Limited under Section 394 of the Companies Act, 1956. The court observed that the scheme was fair, reasonable, not contrary to public policy, and that all statutory compliances were met. Company petitions were made absolute.

What did the court decide?

Company Petitions Nos. 263 and 264 of 2009 made absolute; Transferee Company to lodge authenticated Scheme with Superintendent of Stamps.

Kay Iron Works (Satara-Maharashtra) 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 JURISDICITON

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COMPANY PETITION NO.263 OF 2009

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CONNECTED WITH

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COMPANY APPLICATION NO.235 OF 2009

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Kay Iron Works (Satara-Maharashtra) Private Limited

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…...Petitioner/Amalgamating Company

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COMPANY PETITION NO.264 OF 2009

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CONNECTED WITH

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COMPANY APPLICATION NO.236 OF 2009

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Kay Bouvet Engineering Private Limited…Petitioner/Amalgamated Company

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In the matter of Scheme of Amalgamation amongst Kay Iron Works (Satara-Maharashtra) Private Limited, the Amalgamating / Transferor Company and Kay Bouvet Engineering Private Limited (Amalgamated / Transferee Company) and their respective shareholders.

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Shri Hemant Sethi i/b Hemant Sethi & Co. advocates for Petitioners

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Shri S. Chandanamuthu Dy. OL in C.P No.263 of 2009

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Ms. Heena Shah and Mr. S. V. Bharucha i/b Shri S..K. Mohapatra for the Regional Director in both the Petitions.

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CORAM : S. J. KATHAWALLA J

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DATE: 31^ST JULY 2009

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P.C

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Heard the learned counsel for parties.

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The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Amalgamation amongst Kay Iron Works (Satara-Maharashtra) Private Limited, the Amalgamating / Transferor Company and Kay Bouvet Engineering Private Limited (Amalgamated / Transferee Company) and their respective shareholders.

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Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court.

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The Regional Director has filed his affidavit in reply and has stated that the Scheme is not prejudicial to the interest of shareholders and public.

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The Official Liquidator has filed report in Company Petition Nos.263 of 2009 stating that the affairs of Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be wound up.

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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. None of the parties concerned have come forward to oppose the Scheme.

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There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.263 of 2009 and 264 of 2009 are made absolute in terms of prayer clause (a).

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The Transferee Company to lodge copy of this order and the Scheme duly authenticated by the Company Registrar, High Court, (O.S)

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Bombay with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 30 days from the date of order.

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The Petitioners in both the Companies to pay cost of Rs. 7500/- each to the Regional Director. Petitioner in Company Petition Nos.263 of 2009 to pay cost of Rs.7500/- to the Official Liquidator, High Court, Bombay. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any.

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Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, (O.S), Bombay.

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(COMPANY JUDGE)

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Kay Iron Works (Satara-Maharashtra) Pvt. Ltd. v. -------------------------------------------

Case brief

What is this about?

What did the court decide?

Kay Iron Works (Satara-Maharashtra) 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

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