Allowed

Future Corporate Resources Limited v. ---------------------------------------

Bombay HC29 Apr 2011CSP/46/2011

Case brief

AI extract

What is this about?

The petitioners sought sanction for a Scheme of Amalgamation between Future Corporate Resources Limited and Simpleton Investrade Private Limited under the Companies Act, 1956. The Court found the scheme fair, reasonable, and compliant with legal requirements. Complies addresses to shareholders. The court made both scheme petitions absolute, directed the Transferor to be dissolved, and ordered the

What did the court decide?

Company Scheme Petitions made absolute; Transferor Company to be dissolved; Transferee Company directed to file amended MOA; costs awarded to Respondents and Official Liquidator.

Future Corporate Resources Limited Vs… — Insolvency and Bankruptcy | Bombay HC (2011)

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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 SCHEME PETITION NO.46 OF 2011

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.4 OF 2011

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FUTURE CORPORATE RESOURCES LIMITED

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…………Petitioner / Transferor Company

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AND

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COMPANY SCHEME PETITION NO.47 OF 2011

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.5 OF 2011

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SIMPLETON INVESTRADE PRIVATE LIMITED

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…………Petitioner / Transferee Company

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

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AND

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

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In the matter of Scheme of Amalgamation

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Future Corporate Resources Limited ( ‘Transferor Company’)

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With

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Simpleton Investrade Private Limited ( ‘Transferee Company’) And

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their respective Shareholders.

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Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Petitioners in both Petitions.

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Dr. T. Pandian, Official Liquidator, present in Company Scheme Petition No. 46 of 2011

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Mr. N. D. Sharma i/b H.P Chaturvedi for Regional Director in both Petitions.

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CORAM: S. J. Vazifdar, J.

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DATE: 29^th April, 2011

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P.C. :-

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Heard counsel for the parties.

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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 Future Corporate Resources Limited with Simpleton Investrade Private Limited, the Transferee Company and their respective shareholders.

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The Counsel appearing on behalf of the Petitioners has 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, Petitioner Companies undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The said undertaking is accepted.

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The Regional Director has filed an affidavit stating that save and except as stated in paragraph 6 of the said affidavit, it appears that Scheme is not prejudicial to the interest of shareholders and public.

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The Counsel appearing for the Regional Director has drawn my attention to paragraph 6 of the affidavit of the Regional Director in which it is stated that:

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“That the Deponent further submits that, Clause 12 of the Scheme deals with the change in the object clause of the Memorandum of Association of the Transferee Company. In this connection, the Transferee Company may be directed to comply with section 40 read with section 18 of the Act and to file amended copy of Memorandum of Association along with Form No.21 with the Registrar of Companies.”

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In response to above observations of the Regional Director, the Transferee Company undertakes to comply with Section 40 read with Section 18 of the Act and will file an amended copy of the Memorandum

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of Association along with Form No.21 with the Registrar of Companies. The said undertaking is accepted.

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The Official Liquidator has filed his report in Company Scheme Petition No.46 of 2011 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 by this Court.

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From the 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 public policy. None of the parties concerned has come forward to oppose the Scheme.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.46 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No.47 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c).

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The Petitioner Companies to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court (O.S.), Bombay, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of this Order.

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Both the Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in Company Scheme Petition No.46 of 2011 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today.

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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 along with Scheme duly authenticated by the Company Registrar, High Court, (O.S.), Bombay.

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(S. J. Vazifdar, J.)

Future Corporate Resources Limited v. ---------------------------------------

Case brief

What is this about?

What did the court decide?

Future Corporate Resources Limited v. ---------------------------------------

Case brief

What is this about?

What did the court decide?

What the court decided

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