Allowed

Naregani Enterprises Private Limited Vs

Bombay HC14 Sept 2012CSP/382/2012

Case brief

AI extract

What is this about?

The High Court sanctioned a Scheme of Amalgamation between NAREGANI ENTERPRISES PRIVATE LIMITED (Transferor) and MILAN ENGINEERING PRIVATE LIMITED (Transferee) under Sections 391-394 of the Companies Act, 1956, finding it fair, reasonable, and not prejudicial to public interest.

What did the court decide?

The petitions for sanctioning the scheme of amalgamation were made absolute with directions to comply with stamp duty and filing formalities.

Naregani Enterprises 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.382 OF 2012. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.193 OF 2012

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NAREGANI ENTERPRISES PRIVATE LIMITED

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....Petitioner/ The Transferor Company.

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WITH

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COMPANY SCHEME PETITION NO. 383 OF 2012 CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.194 OF 2012.

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MILAN ENGINEERING PRIVATE LIMITED

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…Petitioner / Transferee Company

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In the matter of the Companies Act 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 NAREGANI ENTERPRISES PRIVATE LIMITED, the Transferor Company

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WITH

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MILAN ENGINEERING PRIVATE LIMITED, the Transferee Company

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

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Mrs. R. N. Sutar, Asstt. Official Liquidator, present in CSP No. 382 of 2012

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Mr. A.R.Varma i/b Dr. T. C. Kaushik for Regional Director in all Petitions.

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CORAM: S. J. Kathawalla, J.

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DATE : 14^th September, 2012

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PC:

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Heard counsel for the parties.

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The sanction of the Court is sought to a Scheme of Amalgamation of NAREGANI ENTERPRISES PRIVATE LIMITED, the Transferor Company with MILAN ENGINEERING PRIVATE LIMITED, the Transferee Company, under Sections 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 in Company Scheme Petition No. 382 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 stating therein that it appears that the Scheme does not appear to be prejudicial to the interest of shareholders and public.

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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

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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, Company Scheme Petition No.382 of 2012 is made absolute in terms of prayer Clauses (a) to (d) and Company Scheme Petition No.383 of 2012 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 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, 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 all the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioners in the Company Scheme Petition No. 382 of 2012 to pay cost 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

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with.

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All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

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(S. J. Kathawalla, J.)

Naregani Enterprises Private Limited Vs

Case brief

What is this about?

What did the court decide?

Naregani Enterprises Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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Statutes considered

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