Allowed

Shah and Sanghavi Properties Private Limited v. -----------

Bombay HC19 Oct 2012CSP/513/2012

Case brief

AI extract

What is this about?

The High Court of Bombay, Bombay bench granted the sanction for a scheme of amalgamation between Superhouse Construction Private Limited (Transferor) and Shah and Sanghavi Properties Private Limited (Transferee) under Sections 391 to 394 of the Companies Act, 1956.

What did the court decide?

The Company Scheme Petition Nos. 512 and 513 of 2012 are made absolute in terms of the prayer clauses with directed compliance by the respective parties.

Shah and Sanghavi Properties Private Limited Vs… — Specific Performance | Bombay HC (2012)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO.512 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.439 OF 2012

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Superhouse Construction Private Limited

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… Petitioner / Transferor Company

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AND

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COMPANY SCHEME PETITION NO. 513 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 440 OF 2012

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Shah and Sanghavi Properties Private Limited

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… Petitioner / Transferee Company

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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 Petition under Sections 391 to

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394 to the Companies Act, 1956

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AND

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In the matter of SCHEME OF

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AMALGAMATION BETWEEN

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Superhouse Construction Private Limited … Transferor Company

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With

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Shah and Sanghavi Properties Private

Limited

…Transferee Company

and their respective shareholders and creditors

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Mr. Naser Ali i/b M/s. Thakore Jariwala & Associates, Advocates for Petitioners

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M.S. Bharadwaj i/b Mr. Dr. T. C. Kaushik for Regional Director in both the Petitions

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Mrs. R.N. Sutar, Asst. Official Liquidator present in Court in CSP No. 512 of 2012

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CORAM: Anoop V. Mohta, J.

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DATE: 19^th October, 2012

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PC:

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Heard learned Counsel for parties. No one else appeared.

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The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to Scheme of Amalgamation of Super House Construction Private Limited, the Transferor Company with Shah and Sanghavi Private Limited, the Transferee Company and their respective shareholders and creditors.

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The Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as

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required under the Companies Act, 1956, and the Rules made thereunder. The Undertaking is accepted.

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The Regional Director has filed an Affidavit dated 12th October 2012 inter alia, stating therein that the scheme is not prejudicial to the interest of shareholders and public.

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The Official Liquidator has filed a report dated 11^th October 2012 in Company Scheme Petition No. 512 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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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 in the Court.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 512 and 513 of 2012 are made absolute in terms of prayer clauses (a) to (j) and prayer clauses (a) to (i) respectively.

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The Transferee 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 adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order.

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The Petitioner Companies are directed to file a copy of this order along with a copy of the Scheme of Amalgamation with the

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concerned Registrar of Companies, electronically, along with 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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The Petitioner Companies in both the Petitions to pay cost of Rs.10,000/- to the Regional Director, Western Region, Mumbai, and the Petitioner Company in Company Scheme Petition No. 512 of 2012 to pay a sum of Rs.10,000/- to the Official Liquidator, High Court, Bombay, towards his cost. 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 duly authenticated by Company Registrar, High Court of Bombay.

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(Anoop V. Mohta, J.)

Shah and Sanghavi Properties Private Limited v. -----------

Case brief

What is this about?

What did the court decide?

Shah and Sanghavi Properties Private Limited v. -----------

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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