Allowed

Skm Industries Private Limited Vs

Bombay HC15 Oct 2012CSP/350/2012

Case brief

AI extract

What is this about?

The High Court of Bombay sanctioned a Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956, between three Transferor Companies and one Transferee Company. The Court held the scheme fair and reasonable, subject to conditions regarding accounting treatment of asset excess and payment of costs.

What did the court decide?

The Scheme of Amalgamation was sanctioned; the Transferee Company was directed to credit excess asset value to its Capital Reserve Account; petitioners were ordered to pay costs.

Skm Industries Private Limited Vs — Specific Performance | Bombay HC (2012)

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9-csp-348-2012

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

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COMPANY SCHEME PETITION NO. 347 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 142 OF 2012

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SKM Steels Limited. … Petitioner/ Transferee Company

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AND

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COMPANY SCHEME PETITION NO.348 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 139 OF 2012

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SKM Alloys Private Limited … Petitioner/ Transferor Company AND

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COMPANY SCHEME PETITION NO.349 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 140 OF 2012

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SKM Metal Processors Private Limited … Petitioner/ Transferor Company

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AND

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COMPANY SCHEME PETITION NO.350 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 141 OF 2012

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SKM Industries Private Limited

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… Petitioner/ Transferor Company

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In the matter of Companies Act, 1956 (1 of 1956); And In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956)

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And

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In the matter of Scheme of Amalgamation of SKM Alloys Private Limited, SKM Metal Processors Private Limited, SKM Industries Private Limited with SKM Steels Limited.

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Mr. Mayur Khandeparker i/b Kanga & Company, Advocate for Petitioner. Mr. C.J. Joy, for the Regional Director in all the Petitions.

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CORAM : ANOOP V. MOHTA, J.

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DATE : 15^th OCTOBER, 2012.

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P.C:-

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Heard Learned Counsel for the parties.

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2 I am satisfied that the order can be passed in the following

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terms based upon the draft of the Minutes of Order dated 15^th October, 2012 as per the practice.

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3 The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956 to a Scheme of Amalgamation of SKM Alloys Private Limited, SKM Metal Processors Private Limited and SKM Industries Private Limited., the three Transferor Companies with SKM

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Steels Limited, the Transferee Company.

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4 Counsel appearing on behalf of the Petitioners has stated that the Petitioners 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 through their Counsel also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder.

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5 The Regional Director has filed his affidavit stating therein that save and except stated in Paragraph 6, it appears that the Scheme is not prejudicial to the interest of the shareholders and public. In Paragraph 6 of his Affidavit, the Regional Director states that

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“The Scheme is silent as to how the excess of assets value over the liability transferred to the Transferee Company will be booked in the books of accounts of Transferee Company. in this regard it is submitted that in the event of credit value is required to be credited the same shall be credited to Capital Reserve Account.”

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6 The counsel for the Transferee Company submitted that the Scheme in Clause 19 makes ample provision as to how the transfer of the assets and liabilities of the Transferor Companies to the Transferee Company shall be treated in the books of account of the Transferee Company. In addition thereto, the Director of the Transferee Company has already filed an affidavit that the Transferee Company shall comply with the provisions contained in Accounting Standards 14 issued by the

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Institute of Chartered Accountants of India.

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7 The Official Liquidator has filed his Report in Company Scheme Petitions Nos. 348 of 2012, 349 of 2012 and 350 of 2012 stating therein that the affairs of the three Transferor Companies have been conducted in a proper manner and that all the Transferor Companies may be ordered to be dissolved, without the order of winding up.

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8 Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interests of the shareholders and the public and the Official Liquidator has stated that the affairs of the three Transferor Companies have been conducted in a proper manner.

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9 There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, I am of the considered view that the scheme shall have to be sanctioned, subject to one condition as raised by the Regional Director in paragraph 6 of his common Affidavit. In the circumstances, Company Scheme Petition No. 347 of 2012 filed by Transferee Company is made absolute in terms of prayers (a) to (e). Company Scheme Petition No.348 of 2012, Company Scheme Petition No.

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349 of 2012 and Company Petition No. 350 of 2012 filed by the Transferor Companies are made absolute in terms of prayer Clauses (a) to (f). The Transferee Company is directed that in the event of excess of assets value over the value of the liabities, the excess shall be credited to capital reserve account of the Transferee Company.

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10 The Transferee Company to lodge copy of this order and 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 30 days from the date of this Order:

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11 The Petitioners in all the Company Petitions to pay cost of Rs.10,000/- each to the Regional Director. The Petitioner Company in Company Petition Nos. 348 of 2012, 349 of 2012 and 350 of 2012 to pay cost of Rs.10,000/- each to the Official Liquidator. Costs to be paid within four weeks from the date of Order.

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12 Filing and issuance of the drawn up order is dispensed with.

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13 All concerned authorities to act on a copy of this order alongwith the scheme duly authenticated by Company Registrar, High Court, Bombay.

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(ANOOP V. MOHTA,J.)

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Skm Industries Private Limited Vs

Case brief

What is this about?

What did the court decide?

Skm Industries Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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