Partly allowed

Ideal Toll Road Investments and Operations Private Ltd. v. -----------------------------------------

Bombay HC24 Feb 2012CSP/232/2011

Case brief

AI extract

What is this about?

The Bombay High Court granted a scheme of amalgamation between Ideal Toll Road Investments and Atul Raj Builders. It accepted undertakings regarding extended approval dates and compliance with share capital norms. The petitions were made absolute with directions to lodge the order and pay costs.

What did the court decide?

The company scheme petitions were made absolute. Directions were given to lodge the order with the Registrar of Companies and Superintendent of Stamps within specified time limits and to pay costs of

Ideal Toll Road Investments and Operations Private Ltd… — Specific Performance | Bombay HC (2012)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO.232 OF 2011

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.99 OF 2011

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Ideal Toll Road Investments And

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Operations Pvt. Ltd.

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And

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COMPANY SCHEME PETITION NO.233 OF 2011

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.100 OF 2011

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Atul Raj Builders Pvt. Ltd.

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… Petitioner

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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 the Scheme of Amalgamation of

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IDEAL TOLL ROAD INVESTMENTS AND PVT. LTD.

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With

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ATUL RAJ BUILDERS PVT. LTD.

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Mr. Anoshak Daver with Mr. Sayeed Y. Mulani i/b M/s Mulani & Co., Advocate for Petitioners in both Petitions.

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Mrs. R. N. Sutar Asst. Official Liquidator in C.S.P. No.232 of 2011.

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Mr. C. J. Joy i/b Mr. T. C. Kaushik for Regional Director in both Petitions.

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CORAM: S. J. KATHAWALLA, J

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Date: 24^th February, 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 of the Companies Act, 1956, to a Scheme of Amalgamation of Atul Raj Builders Private Limited, the Transferor Company with Ideal Toll Road Investments and Operations Private Limited, the Transferee Company.

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Counsel appearing on behalf of the Petitioner has stated that the Petitioners have complied with all requirements as per directions of this Court and have filed necessary Affidavits of compliance of the Court. Moreover, Petitioner Company undertake to comply with all statutory requirements, if any, as required under the Companies Act,1956 and the Rules made there under. The undertaking is accepted.

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The Official Liquidator has filed his report in Company Scheme Petition No.232 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.

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5. The Regional Director has filed his Affidavit stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the said Affidavit, it appears that the scheme is not prejudicial to the interest of the shareholders and public. In paragraphs 6(a) and 6(b) of the said Affidavit, it is stated that:-

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“6(a) As Clause No.18 of the scheme, the period fixed for seeking approval of the scheme by the Hon’ble High Court is stated as 31/03/2011, which is already expired. In this connection the Petitioner companies may be directed to take necessary steps to pass fresh Board Resolution to extend the date for giving effect to the scheme.

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(b) Clause 9.2 of the scheme states that the Transferee Company shall before allotment of the equity shares in terms of the scheme, increase its authorized share capital by the creation of at least such number of equity shares of 100/- each as may be necessary to satisfy its obligation under the scheme. 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 1959, in respect of filing of necessary forms with the Registrar of Companies after

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payment of necessary filing fee and Stamp duty as applicable on the said forms.”

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As far as the objection raised by the Regional Director in paragraph 6(a) of his Affidavit is concerned, the Counsel for the Petitioners submits that the Board of Directors of both the Companies have passed a Board Resolution on 28^th March, 2011 extending the date for giving effect to the Scheme. The Counsel tendered Affidavits dated 24^th February, 2012 both affirmed by Mr. Rajhoo B. Bbarot, Director of both the Petitioner Companies. The Affidavit is taken on record.

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So far as the objection raised by the Regional Director in paragraph 6(b) of his Affidavit is concerned, the Petitioner Companies through their Counsel undertake to comply with the provisions of Section 94/97 read with Schedule X of the Companies Act 1959, 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 placed 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, the Company Scheme Petition No.232 of 2011 filed by the Transferor Company and the Company Scheme Petition No.233 of 2011 filed by the Transferee Company are made absolute in terms of prayer clauses (a ) to (h) of the respective Petitions.

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The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by 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 the order.

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

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The Petitioners in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in Company Scheme Petition No.232 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 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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(S. J. Kathawalla J.)

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Ideal Toll Road Investments and Operations Private Ltd. v. -----------------------------------------

Case brief

What is this about?

What did the court decide?

Ideal Toll Road Investments and Operations Private Ltd. v. -----------------------------------------

Case brief

What is this about?

What did the court decide?

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