Allowed

Ravello Advertising Pvt.Ltd Vs

Bombay HC25 Oct 2012CSP/283/2012

Case brief

AI extract

What is this about?

The Court sanctioned a Scheme of Amalgamation between Ravello Advertising Pvt. Ltd. and Bekae Properties Pvt. Ltd. under Sections 391-394 of the Companies Act, 1956. The Court accepted undertakings regarding the treatment of reserves and directed statutory filings with the Registrar of Companies and payment of costs.

What did the court decide?

Scheme of Amalgamation between Ravello Advertising Pvt. Ltd. and Bekae Properties Pvt. Ltd. sanctioned; direction to file with Registrar of Companies; costs awarded.

Ravello Advertising Pvt.Ltd Vs — Company and Corporate | 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. 283 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.191 OF 2012

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Ravello Advertising Pvt. Ltd. …Petitioner / The Transferor Company

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WITH

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COMPANY SCHEME PETITION NO. 284 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.192 OF 2012

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Bekae Properties Pvt. Ltd. Company

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… Petitioner / The Transferee

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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

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394 of Companies Act, 1956

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And

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In the matter of Scheme of Amalgamation of Ravello Advertising Pvt. Ltd. with Bekae Properties Pvt. Ltd.

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Ms. Shruti S. Kelji, Advocate for the Petitioners in both Petitions.

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Mrs. R. N. Sutar, Asst. Official Liquidator, present in CSP No. 283 of 2012.

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Mrs. S. V. Bharucha i/b. Dr. T. C. Kaushik for Regional Director in both the Petitions

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CORAM : Anoop V. Mohta, J.

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DATE : 25^th October, 2012

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P.C.:

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Heard Counsel for the parties. No one else appeared. I am satisfied that the order can be passed in terms of draft Minutes of Order dated 25^th October, 2012 as per the practice. The scheme is subject to compliance of all the statutory provisions also therefore, the following order:

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The sanction of the Court is sought to a Scheme of Amalgamation of Ravello Advertising Pvt. Ltd., the Transferor Company With Bekae Properties Pvt. Ltd., 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 the Petitioners have complied with all requirements as per directions of this Court and that the Petitioners have filed necessary Affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted.

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The Official Liquidator has filed his report dated 25^th September, 2012 in Company Scheme Petition No. 283 of 2012 stating 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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The Regional Director has filed an affidavit dated 19^th October, 2012 stating therein that, save and except as stated in paragraph 6 of the Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, it is stated that :-

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“that the Deponent further submits that, clause 15.6 of the Scheme, the excess if any, of the value of the net assets of the Transferor Company shall be credited by the Transferee Company to an account to be styled as “Amalgamation Reserve Account” and the said amount shall be treated as free reserve of the Transferee Company. The deficit, if any, shall be debited by the Transferee Company to its Goodwill Account. In this regard it is submitted that the reserve arising out of this amalgamation shall not be treated as free reserve as per explanation to section 2(29A) of the Companies Act, 1956”.

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So far as the objection in paragraph 6 of the Affidavit of Regional Director is concerned, the Petitioner Companies through their Advocate undertakes that the reserve arising out of this

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amalgamation shall not be treated as free reserve as per explanation to Section 2(29A) of the Companies Act, 1956 and deficit, if any, shall be debited by the Transferee Company to its Goodwill Account. 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 in the Court.

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Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 283 of 2012 and 284 of 2012 are made absolute in terms of prayer Clauses (a) to (e).

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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 the order.

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Petitioners are 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 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 the Company scheme Petition No. 283 of 2012 to pay costs of Rs. 10,000/- to the Official Liquidator, High Court, Bombay. 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 authorities concerned to act on a copy of this order alongwith Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay.

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(Anoop V. Mohta, J.)

Ravello Advertising Pvt.Ltd Vs

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Ravello Advertising Pvt.Ltd Vs

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