Allowed

Aarons Credit Capital Private Limited Vs

Bombay HC20 Oct 2012CSP/231/2012

Case brief

AI extract

What is this about?

The High Court of Bombay sanctioned a scheme of amalgamation transferring Aarons Credit Capital Private Limited into Vidushi Wires Private Limited under Sections 391-394 of the Companies Act, 1956, after confirming compliance with statutory conditions and correcting identified errors.

What did the court decide?

Scheme of Amalgamation made absolute; direction to transferor to file with RBI within 30 days; direction to Transferee to lodge order with Stamp Officer within 60 days; direction to file with ROC via

Aarons Credit Capital Private Limited 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.231 OF 2012.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.23 OF 2012

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AARONS CREDIT CAPITAL PRIVATE LIMITED

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....Petitioner/ The Transferor Company.

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WITH

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COMPANY SCHEME PETITION NO. 232 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.24 OF 2012.

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VIDUSHI WIRES PRIVATE LIMITED

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..…Petitioner / Transferee Company

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In the matter of the 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 amongst Aarons Credit Capital Private Limited, The Transferor Company

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WITH

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Vidushi Wires Private Limited, The Transferee Company.

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Mr. Sunil Kadam Advocate for the Petitioners.

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Mr. R.N.Sutar , Asst. Official Liquidator in Company Petitions Nos. 231 of 2012.

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Mr. C. J. Joy i/b Mr.T.C.Kaushik for Regional Directors in all matters.

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CORAM: Anoop V. Mohta J.

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DATE: 20^th October, 2012.

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P.C.:

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Heard learned counsel for the parties. No one else appeared. I am satisfied that the order can be passed on the basis of the draft Minutes of Order dated 20^th October 2012.The petitioner has filed additional affidavit so also the Regional Director. It is made clear that the scheme is sanctioned subject to compliance of all statutory provisions.

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The sanction of the court is sought to a scheme of Amalgamation of Aarrons Credit Capital Private Limited the Transferor Company with Vidushi Wires Private Limited the Transferee Company under section 391 to 394 of the Companies Act 1956.

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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, the Petitioner Companies also undertake to comply

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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 dated 20^th July 2012 stating therein that Save and except as stated in para 6(a), (b) & (c), it appears that the Scheme is not prejudicial to the interest of shareholders and public :

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(a) The Transferor Company is a Non Banking Finance Company. Hence the Transferor Company may be directed to file a copy of the scheme along with the copy of this Hon’ble Court’s order within 30 days from the date of the order, with the RBI.

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(b)It is noticed at page 2 of the petition of the Transfree Company M/s. Vidushi Wires Private Limited is mentioned as “Transferor” Company instead of “Transferee” Company and at page 5 of the petition of Transferee Company the total issued subscribed and paid up capital as on the 31/03/2011 is mentioned as 1,08006 equity shares of Rs. 10/- each amounting to Rs. 80,50,500/- instead of Rs. 10,80,060/- these may be corrected.

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(c) In Clause No. 16 of the scheme the period fixed for approving the scheme is by 31/03/2012 which has already expired. In this connection Board of Directors

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of the petitioner companies may be directed to take necessary steps to extend the date by passing Board Resolution before giving effect to the scheme .

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It appears that the respected companies have filed necessary Affidavits on 12^th October, 2012 hereby clarify that:

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as per para (a)The Transferor Company is in finance company hence Transferor Company hereby undertakes that Transferor Company will file order copy of this scheme to the Reserve Bank of India within 30 days from the date of order, the said undertaking is accepted.

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In pursuance para to (b) Transferee Company hereby clarify through Affidavit that Vidushi Wires Private Limited is the Transferee Company and issued subscribed and paid up capital as on the 31/03/2011 is 1,08006 equity shares of Rs. 10/- each amounting Rs. 10,80,060/-

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and para referred to (c) the both Companies have been held the Board of Directors Meeting on 7^th August,2012 & 5^th August,2012 the Transferor Company and Transferee Company respectively the extended time of scheme of Petition from 31^st March,2012 to 31 December,2012. In regard that it is mention in the Affidavit filed by the Directors of the both the Companies.

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The Official Liquidator has filed his Report dated 28, September 2012 in Company Petition No.231 of 2012 stating therein that the affairs of the Transferor Company has been conducted in a proper

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manner and that the Transferor Companies may be ordered to be dissolved.

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From the material placed on records, the scheme appears to be fair and reasonable and is not volatile 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 in the court.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos.231 of 2012 is made absolute in terms of prayer clauses (a) to (f) and Company Scheme Petition No.232 of 2012 is made absolute in terms of prayer Clauses (a) to (f).

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The Transferee Company to lodge a 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 of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order.

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

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The Petitioners in all the Company Petitions to pay Cost of Rs.10,000/- each to the Regional Director. The Petitioners in Company Petition Nos.231 of 2012 to pay cost of Rs.10, 000/- each to the Official Liquidator. 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 authorities concerned to act on a copy of this order along with the scheme duly authenticated by the Company Registrar, High Court, (O.S) Bombay.

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(Anoop V. Mohta J.)

Aarons Credit Capital Private Limited Vs

Case brief

What is this about?

What did the court decide?

Aarons Credit Capital Private Limited Vs

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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