Allowed

Shinano Retail Private Limited Vs

Bombay HC28 Sept 2012CSP/472/2012

Case brief

AI extract

What is this about?

The Bombay High Court sanctioned a Scheme of Amalgamation between Shyam Equities Private Limited and Shinano Retail Private Limited under Sections 391 to 394 of the Companies Act, 1956. The court found the scheme fair, reasonable, and compliant with statutory mandates, noting prior approval from the Karnataka High Court and absence of objections. Standard directions regarding stamp duty, Registrar

What did the court decide?

The Company Scheme Petition made absolute; costs of Rs. 10,000 awarded to Regional Director; directions for stamp duty adjudication and filing with Registrar of Companies.

Shinano Retail Private Limited Vs — Specific Performance | 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. 472 OF 2012 CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 383 OF 2012

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In the matter of the Companies Act, 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 the Scheme of

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Amalgamation of

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Shyam Equities Private Limited

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with

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Shinano Retail Private Limited

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Shinano Retail Private Limited

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…Petitioner Company

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Mr. R.A. Dada, Senior Advocate with Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Petitioner Companies.

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Mr. Benniy Chatterjee with Mr. Y.S. Bhate i/b Dr. T.C. Kaushik for Regional Director.

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CORAM: Anoop V. Mohta, J.

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DATE : 28^th September 2012

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P.C. :-

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Heard learned Counsel for parties.

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The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Shyam Equities Private Limited the “ Transferor Company ” with Shinano Retail Private Limited, the “ Transferee Company ”.

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Counsel appearing on behalf of the Petitioner Company has stated that the Petitioner Company has complied with all the requirements as per directions of this Court and has filed necessary Affidavits of compliance in Court. Moreover, the Petitioner Company through its Counsel undertakes 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 Regional Director has filed an Affidavit dated 14^th September 2012 stating therein that save and except Clause 6 of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In clause 6 of the said Affidavit, it is stated that :

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“…the Registered Office of the Transferor Company is within the jurisdiction of the Hon’ble High Court of Karnataka. Hence, similar approval be obtained from Hon’ble High Court of Karnataka.”

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The Ld. Advocate for the Petitioner Company states that the Petition filed by the Transferor Company before the Hon’ble High Court of Karnataka has been approved on 21^st September 2012 and the Scheme has been sanctioned by the Hon’ble High Court of Karnataka.

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The Ld. Advocate for the Petitioner Company states that the Petitioner Company has not received any objection from any person to the proposed Scheme as on date.

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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. No party concerned has come forward to oppose the Scheme in the Court.

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Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition is made absolute in terms of prayer clauses (a) to (h) of Company Scheme Petition No. 472 of 2012.

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The Petitioner Company in the Company Scheme Petition to pay costs of Rs. 10,000/- to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today.

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The Petitioner Company 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

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adjudication of stamp duty payable, if any, on the same, within sixty days from the date of the Order.

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The Petitioner Company to file a copy of this Order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, alongwith E-Form 21 in addition to the physical copy, within 30 days from the date of issuance of the Order by the Registry.

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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 alongwith Scheme, duly authenticated by Company Registrar, High Court, Bombay.

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(Anoop V. Mohta, J.)

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Shinano Retail Private Limited Vs

Case brief

What is this about?

What did the court decide?

Shinano Retail 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

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