Allowed

Intellipack Solutions Private Limited Vs

Bombay HC10 Aug 2012CSP/418/2012

Case brief

AI extract

What is this about?

The High Court sanctioned schemes of amalgamation for three petitioners with a transferee company under Sections 391 to 394 of the Companies Act, 1956. The court found statutory compliances fulfilled and the scheme fair, making the petitions absolute.

What did the court decide?

Petitions No. 417, 418, and 419 of 2012 made absolute. Petitioners directed to lodge copies with Registrar of Companies and Superintendent of Stamps and pay costs.

Intellipack Solutions Private Limited Vs — Insolvency and Bankruptcy | Bombay HC (2012)

¶1

¶2

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

¶3

ORDINARY ORIGINAL CIVIL JURISDICTION

¶4

COMPANY SCHEME PETITION NO 417 OF 2012

¶5

CONNECTED WITH

¶6

COMPANYSUMMONS FOR DIRECTION NO. 293 OF 2012

¶7

Colal Apparels Private Limited…...Petitioner/First Amalgamating Company

¶8

AND

¶9

COMPANY SCHEME PETITION NO 418 OF 2012

¶10

CONNECTED WITH

¶11

COMPANYSUMMONS FOR DIRECTION NO. 294 OF 2012

¶12

Intellipack Solutions Private Limited ….Petitioner/Second Amalgamating

¶13

Company

¶14

AND

¶15

COMPANY SCHEME PETITION NO 419 OF 2012

¶16

CONNECTED WITH

¶17

COMPANYSUMMONS FOR DIRECTION NO. 295 OF 2012

¶18

Zenext Advisors Private limited………..Petitioner/Third Amalgamating Company

¶19

In the matter of the Companies Act, 1956 (1 of 1956);

¶20

AND

¶21

In the matter of Sections 391 to 394 of the Companies Act, 1956;

¶22

In the matter of Scheme of Amalgamation of Colal Apparels Private Limited (first Amalgamating Company)

¶23

And

¶24

Intellipack Solutions Private Limited(Second Amalgamating Company ) And

¶25

Zenext Advisors Private limited (third Amalgamating Company ) And

¶26

Gujarat Nippon International Private Limited, (Amalgamated Company)

¶27

And

¶28

their Respective Shareholders

¶29

¶30

Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in all the Petitions.

¶31

Mrs. R.N. Suttar, Asst. Official Liquidator in all the Petitions.

¶32

Mr. C.J Joy, i/b Dr. T. C. Kaushik for Regional Director in all the Petitions.

¶33

DATE: 10^TH AUGUST 2012

¶34

P.C.

¶35

Heard learned counsel for the parties.

¶36

The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Colal Apparels Private Limited and Intellipack Solutions Private Limited and Zenext Advisors Private limited with Gujarat Nippon International Private Limited and their respective shareholders.

¶37

The Petitioner Companies are 100% subsidiary of Gujarat Nippon International Private Limited, the Transferee Company and in view of the direction on 27^th April 2012 passed in the Company Summons for Direction No 417 of 2012 taken out by the Petitioner/First Amalgamating Company, the filing of separate Company Summons for Direction and Company Scheme Petition by the Transferee Company was dispensed with.

¶38

Counsel appearing on behalf of the Petitioner 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 through their counsel undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted.

¶39

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

¶40

The Official Liquidator has filed a report in the aforesaid Company Scheme Petitions stating therein that the Affairs of the Transferor Companies have

¶41

¶42

been conducted in a proper manner and that the Petitioner/ Transferor Companies may be ordered to be dissolved.

¶43

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 have come forward to oppose the Scheme.

¶44

Since all the requisite statutory compliances have been fulfilled, the Company Petition No. 417 of 2012 to 419 of 2012 are made absolute in terms of prayer clauses (a) of the respective petitions.

¶45

The Petitioner Companies to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, 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.

¶46

10.Petitioners are directed to file a copy of this order alongwith a copy of the Scheme of Amalgamation 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.

¶47

11.The Petitioners in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the Order.

¶48

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

¶49

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

¶50

(S. J. KATHAWALLA, J.)

Intellipack Solutions Private Limited Vs

Case brief

What is this about?

What did the court decide?

Intellipack Solutions Private 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

Case details

Similar cases

Metropolis Healthcare Limited Vs

Cipla Ltd. and Anr. Vs Avesthagen Ltd.

Shyam Narayan and Bros. Vs Kajiva Construction Company Private Ltd.

Marathon Realty Private Limited Vs

Chhaganlal Khimji and Company Private Limited Vs

Colal Apparels Private Limited Vs