Allowed

Aarthik Commercials Private Limited Vs

Bombay HC28 Sept 2012CSP/491/2012

Case brief

AI extract

What is this about?

This judgment sanctions a Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956, involving six private companies as transferors and one as the transferee. The Court noted full statutory compliance, no objections after settlement of one creditor's claim, and confirmed the scheme was fair and reasonable, making the petitions absolute.

What did the court decide?

Company Scheme Petitions Nos. 491-497 of 2012 made absolute in terms of prayer clauses; costs awarded to Regional Director and Official Liquidator.

Aarthik Commercials 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. 491 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 406 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 Amalgamation of

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(1) Aarthik Commercials Private Limited,

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(2) Altitude Mercantile Private Limited,

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(3) Devaki Commercials Private Limited,

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(4) Kavindra Commercials Private Limited,

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(5) Longitude Mercantile Private Limited and

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(6) Sharanya Trading Private Limited with

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Shinano Retail Private Limited

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Aarthik Commercials Private Limited

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…Petitioner Company (First Transferor Company)

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AND

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COMPANY SCHEME PETITION NO. 492 OF 2012 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 407 OF 2012

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Altitude Mercantile Private Limited …Petitioner Company

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(Second Transferor Company) AND

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COMPANY SCHEME PETITION NO. 493 OF 2012 CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 408 OF 2012

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Devaki Commercials Private Limited …Petitioner Company

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(Third Transferor Company) AND

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COMPANY SCHEME PETITION NO. 494 OF 2012 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 409 OF 2012

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Kavindra Commercials Private Limited …Petitioner Company (Fourth Transferor Company) AND

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COMPANY SCHEME PETITION NO. 495 OF 2012 CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 410 OF 2012

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Longitude Mercantile Private Limited …Petitioner Company (Fifth Transferor Company)

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AND

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COMPANY SCHEME PETITION NO. 496 OF 2012 CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 411 OF 2012

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Sharanya Trading Private Limited …Petitioner Company (Sixth Transferor Company)

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AND

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COMPANY SCHEME PETITION NO. 497 OF 2012 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 412 OF 2012

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Shinano Retail Private Limited …Petitioner Company (Transferee 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 in all Petitions.

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Ms. R. N. Sutar, Assistant Official Liquidator, in CSP. Nos. 491 of 2012, 492 of 2012, 493 of 2012, 494 of 2012, 495 of 2012 and 496 of 2012.

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Mr. C.J. Joy with Mr. H.V. Mehta i/b Dr. T.C. Kaushik for Regional Director in all Petitions.

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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 Aarthik Commercials Private Limited, Altitude Mercantile Private Limited, Devaki Commercials Private Limited, Kavindra Commercials Private Limited, Longitude Mercantile Private Limited and Sharanya Trading Private Limited, the “Transferor Companies” with Shinano Retail Private Limited, the “Transferee Company”.

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Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all the requirements as per directions of this Court and have filed necessary Affidavits of compliance in Court. Moreover, the Petitioner Companies through their 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 it appears that the Scheme is not prejudicial to the interests of shareholders and public.

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The Official Liquidator has filed his Report dated 6^th September 2012 in Company Scheme Petition Nos. 491 of 2012 to 496 of 2012 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved.

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The Ld. Advocate for the Petitioner Companies states that except in the case of the Petitioner Company in Company Scheme Petition No. 491 of 2012, the Petitioners have not received any objection from any person to the proposed Scheme as on date. In Company Scheme Petition No. 491 of 2012, the Petitioner has filed an Affidavit dated 7^th September, 2012, inter alia, stating that one M/s. S. R. Kanugo, one of the unsecured creditors of the Petitioner Company had sent a letter dated 23^rd July, 2012 opposing the proposed Scheme of Amalgamation and that the Petitioners have paid a sum of Rs.7,65,040.72 to the said creditor in full settlement of its

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outstanding claim and that the said creditor has unconditionally withdrawn its objection / opposition to the Petition and to the Scheme. The learned Advocate for the Petitioners states that the Petitioner Companies / their Advocates have not received any objection Affidavit till date. The Petitioner Companies understand that no such objection affidavit has been received by the Company Department.

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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, Company Scheme Petitions are made absolute in terms of prayer clauses (a) to (i) of Company Scheme Petition No. 491 of 2012, (a) to (i) of Company Scheme Petition No. 492 of 2012, (a) to (i) of Company Scheme Petition No. 493 of 2012, (a) to (i) of Company Scheme Petition No. 494 of 2012, (a) to (i) of Company Scheme Petition No. 495 of 2012, (a) to (i) of Company Scheme Petition No. 496 of 2012 and (a) to (h) of Company Scheme Petition No. 497 of 2012.

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The Petitioner Companies in all Company Scheme Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in CSP Nos. 491 of 2012 to 496 of 2012 to pay costs of Rs. 10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today.

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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, Bombay, with the concerned Superintendent of Stamps for the purpose of 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 Companies 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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Aarthik Commercials Private Limited Vs

Case brief

What is this about?

What did the court decide?

Aarthik Commercials 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

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