Allowed

Nrb Industrial Bearings Ltd. Vs

Bombay HC24 Aug 2012CSP/188/2012

Case brief

AI extract

What is this about?

The Bombay High Court granted the sanction of the Court for a Scheme of Arrangement between NRB Bearings Limited and NRB Industrial Bearings Limited under Sections 391-394 and 100-103 of the Companies Act, 1956. The Court accepted undertakings regarding statutory compliances and directed lodging of the order with authorities.

What did the court decide?

Company Scheme Petition Nos. 187 of 2012 and 188 of 2012 are made absolute in terms of prayer clauses (a) to (d).

Nrb Industrial Bearings Ltd. Vs — Company and Corporate | Bombay HC (2012)

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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 187 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 772 OF 2011

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NRB BEARINGS LIMITED

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…………Petitioner / Demerged Company

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AND

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COMPANY SCHEME PETITION NO 188 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 773 OF 2011

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NRB INDUSTRIAL BEARINGS LIMITED

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…………Petitioner / Resulting 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 read with Section 100 to 103 of the Companies Act , 1956;

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AND

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In the matter of Scheme of Arrangement

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Between NRB Bearings Limited (“the Demerged Company”) And

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NRB Industrial Bearings Limited (“the Resulting Company”) And

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their respective shareholders and creditors.

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Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Petitioners.

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Mr. N. R. Prajapati i/b Dr. T. C. Kaushik, for Regional Director in both Petitions.

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CORAM: S. J. Kathawalla, J. DATE: 24^th August, 2012

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P.C. :-

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Heard learned counsel for the parties.

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The sanction of the Court is sought under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956, to the Scheme of Arrangement between NRB Bearings Limited, the Demerged Company and NRB Industrial Bearings Limited, the Resulting Company and their respective shareholders and creditors.

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Learned 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 with this 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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6. That the Deponent further submits that, the Clause 7.2 of the

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scheme provides that the authorized share capital of the Resulting Company shall be increased and/or reclassified to the extent necessary for issuing equity shares. In this connection the Transferee Company may be directed to comply with provisions of section 94/97 read with Schedule X of the Companies Act 1956, in respect of filling of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms.

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In so far as observations made in paragraph 6 of the affidavit of the Regional Director is concerned, the Petitioner Companies through their Counsel undertakes to comply with provisions of section 94/97 read with Schedule ‘X’ of the Companies Act 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The said undertaking is accepted.

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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 Nos. 187 of 2012 and 188 of 2012 are made absolute in terms of prayer clauses (a) to (d).

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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

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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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Petitioners are directed to file a copy of this order alongwith a copy of the Scheme of Arrangement with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry.

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Both the Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from the date of the order.

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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. Kathawalla, J.)

Nrb Industrial Bearings Ltd. Vs

Case brief

What is this about?

What did the court decide?

Nrb Industrial Bearings Ltd. Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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