The Court sanctioned the Scheme of Amalgamation of four Transferor Companies with ABG International Private Limited. Barring specific undertakings on Memorandum of Association amendments accepted by the Regional Director, the petitions were made absolute.
Company Scheme Petitions Nos. 323 to 327 are 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.
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY SCHEME PETITION NO. 323 OF 2010
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO. 264 OF 2010
FOURTH LAND DEVELOPERS PRIVATE LIMITED …Petitioner / Transferor
Company No. 1
AND
COMPANY SCHEME PETITION NO. 324 OF 2010
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO. 265 OF 2010
NINTH ESTATE AND PROPERTIES PRIVATE LIMITED …Petitioner / Transferor
Company No. 2
AND
COMPANY SCHEME PETITION NO. 325 OF 2010
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO. 266 OF 2010
FIFTH PROPERTIES PRIVATE LIMITED …Petitioner / Transferor Company No. 3
AND
COMPANY SCHEME PETITION NO. 326 OF 2010
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO. 267 OF 2010
WASTE RE-ENERGY PRIVATE LIMITED …Petitioner / Transferor Company No. 4
AND
COMPANY SCHEME PETITION NO. 327 OF 2010
1
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO. 268 OF 2010
ABG INTERNATIONAL PRIVATE LIMITED …Petitioner / Transferee Company
In the matter of:
The Companies Act, 1956;
AND
In the matter of:
Sections 391 to 394 of the Companies Act, 1956;
In the matter of:
The Scheme of Amalgamation of:
(i) Fourth Land Developers Private Limited (“ Transferor Company No. 1 ”); and (ii) Ninth Estate and Properties Private Limited (“ Transferor Company No. 2 ”);
and
(iii) Fifth Properties Private Limited (“ Transferor Company No. 3 ”);
and (iv) Waste Re-energy Private Limited (“ Transferor Company No. 4 ”);
CORAM : S.J. Kathawalla J.
DATE : 29th October, 2010
Mr. Sayantan Banerjee i /b. AZB & Partners, Advocate for the Petitioners in all Petitions.
Dr. T. Pandian, Dy. Official Liquidator, in C.S.P. No. 323 of 2010 to C.S.P. No. 326 of 2010.
Mr. C. J. Joy and Mr. Vishwajit Sawant i/b Mr. S.K. Mohaptra for Regional Director in all Petitions.
PC:
2
3
read with section 18 of the Act and to file amended copy of Memorandum of Association alongwith Form No.21 with the Registrar of Companies .”
4
5
2 issues framed by the court
Whether the sanction of the Court is required under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation.
Whether the Scheme of Amalgamation of the Transferor Companies with the Transferee Company is fair, reasonable, and not violative of the Act or public policy.
2 provisions across 1 enactments
Fourth Land Developers Private Limited
Ninth Estate and Properties Private Limited
Fifth Properties Private Limited
Waste Re-energy Private Limited
ABG International Private Limited
Regional Director
S.J. Kathawalla
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
