Allowed

Vinaykumar Family Trading and Holding Company Limited Vs

Bombay HC3 Aug 2012CSP/289/2012

Case brief

AI extract

What is this about?

The High Court of Bombay sanctioned the Scheme of Amalgamation between Vinaykumar Family Trading and Holding Company Limited and Ravinay Trading Company Limited under the Companies Act, 1956. The Court observed that statutory requirements were fulfilled, the scheme was fair and reasonable, and no parties opposed it.

What did the court decide?

Company Scheme Petitions No.289 of 2012 and No.290 of 2012 made absolute in terms of prayer clauses.

Vinaykumar Family Trading and Holding Company 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 COMPANY SCHEME PETITION NO.289 OF 2012 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.98 OF 2012

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VINAYKUMAR FAMILY TRADING AND HOLDING COMPANY LIMITED

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…………Petitioner / Transferor Company.

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COMPANY SCHEME PETITION NO.290 OF 2012 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.99 OF 2012

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RAVINAY TRADING COMPANY LIMITED

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…………Petitioner / Transferee Company.

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In the matter of the Companies Act 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;

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AND

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In the matter of Scheme of Amalgamation of

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Vinaykumar Family Trading and Holding Company Limited with Ravinay Trading Company Limited

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Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b Rajesh Shah & Co., for the Petitioners.

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Mrs. R. N. Sutar, Asst. Official Liquidator in C.S.P. No. 289 of 2012.

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Mr. C.J. Joy with Mr. M. S. Bharadwaj i/b Dr. T.C. Kaushik for Regional Director in both Petitions.

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CORAM: S. J. Kathawalla, J. DATE: 3^rd August, 2012

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PC:

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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 VINAYKUMAR FAMILY TRADING AND HOLDING COMPANY LIMITED, the Transferor Company with RAVINAY TRADING COMPANY LIMITED, the Transferee Company.

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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, Petitioner Companies also undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under and the said undertaking is accepted.

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The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of shareholders and public.

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The Official Liquidator has filed report in Company Scheme Petition No.289 of 2012 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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Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme.

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There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Scheme Petitions No.289 of 2012 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) of the Petition and Company Scheme Petition No. 290 of 2012 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 with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days of obtaining the certified copy and/or an authenticated copy 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 30 days from the date of issuance of the order by the Registry.

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The Petitioners in both Company Petitions to pay cost of Rs.10,000/each to the Regional Director and to the Official Liquidator by the Petitioner in the Company Petition No.289 of 2012 filed by the Transferor Company. 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, Bombay.

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(S. J. Kathawalla, J.)

Vinaykumar Family Trading and Holding Company Limited Vs

Case brief

What is this about?

What did the court decide?

Vinaykumar Family Trading and Holding Company 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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