Allowed

Varad Vinayak Estates Private Limited Vs

Bombay HC14 Sept 2012CSP/385/2012

Case brief

AI extract

What is this about?

The High Court sanctioned a Scheme of Amalgamation between Shiv Neel Enterprises Private Limited and Varad Vinayak Estates Private Limited under the Companies Act, 1956, after verifying statutory compliance, correcting typographical errors in share capital figures, and granting the petitioners leave to amend the scheme.

What did the court decide?

Sanction granted to the Scheme of Amalgamation with leave to amend merged capital figures to Rs. 1,40,00,000/-; further directions for stamp duty and ROC filing issued.

Varad Vinayak Estates 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.384OF 2012. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.202 OF 2012

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SHIV NEEL ENTERPRISES PRIVATE LIMITED

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....Petitioner/ The Transferor Company.

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WITH

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COMPANY SCHEME PETITION NO. 385 OF 2012 CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.203 OF 2012.

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VARAD VINAYAK ESTATES 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 SHIV NEEL ENTERPRISES PRIVATE LIMITED, the Transferor Company

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WITH

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VARAD VINAYAK ESTATES 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. 384 of 2012.

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Mr. A.R.Varma i/b Dr. T. C. Kaushik for Regional Director in both 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 SHIV NEEL ENTERPRISES PRIVATE LIMITED, the Transferor Company with VARAD VINAYAK ESTATES 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. 384 of 2012 stating that the affairs of the Transferor Company has 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, save and except as stated in paragraph 6 of

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the Affidavit, it appears that the Scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraphs 6 of the said Affidavit, it is stated that:-

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“That the Deponent further submits that clause 10 of the scheme provides for merging of the authorized share capital of Rs 55 lacs of Transferor Company with the authorized share capital of Rs.85 lacs of the Transferee Company. The merged capital would be Rs. 140 lacs. However, the figures are not given correctly in this clause which may be rectified in this regard.”

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So far as the objection in paragraph 6 of the Affidavit of Regional Director is concerned, the Transferee Company through its counsel states that the there is typographical mistake in the figures of merged authorized capital mentioned in the in Clause 10 (a) of the Scheme. The Counsel for the Petitioner Companies, therefore, seeks leave of this Court to amend the figures of merged authorized capital of the Transferee Company mentioned in the in Clause 10 (a) of the Scheme, by substituting the figures of merged authorized capital as Rs. 1,40,00,000/- (Rupees One Crore Forty Lacs only), comprising of 14,00,000 Equity Shares of Rs. 10/- each instead of “Rs. 1,00,00,000/- (Rupees One Crore only), comprising of 10,00,000 Equity Shares of Rs. 10/each.” Leave to amend is granted. Amendment to be carried out within two weeks from today

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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.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.384 of 2012 is made absolute in terms of prayer Clauses (a) to (d) and Company Scheme Petition No.385 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

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Region, Mumbai, and the Petitioners in the Company Scheme Petition No. 384 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 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.

Varad Vinayak Estates Private Limited Vs

Case brief

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Varad Vinayak Estates Private Limited Vs

Case brief

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What did the court decide?

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