Allowed

Cinemax Exhibition India Limited Vs

Bombay HC9 Mar 2012CSP/57/2012

Case brief

AI extract

What is this about?

The High Court considered petitions under the Companies Act, 1956, regarding a composite scheme of arrangement for demerger and reorganization between Cinemax India Limited and Cinemax Exhibition India Limited. The court examined objections raised by the Regional Director concerning foreign shareholding, capital reduction, and name changes. The court accepted undertakings from the parties addressi

What did the court decide?

Company Scheme Petition Nos. 56 of 2012 and 57 of 2012 were made absolute in terms of the prayer clauses, with directions to file the order with the Registrar of Companies and pay costs.

Cinemax Exhibition India Limited Vs — Insolvency and Bankruptcy | 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.56 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTIONS NO. 664 OF 2011

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Cinemax India Limited

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....Petitioner / Demerged Company

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AND

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COMPANY SCHEME PETITION NO. 57 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTIONS NO.665 OF 2011

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Cinemax Exhibition India Limited

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....Petitioner / Resulting Company

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

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In the matter of Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956; AND

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In the matter of Composite Scheme of Arrangement BETWEEN

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Cinemax India Limited (“the Demerged Company”) AND

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Cinemax Exhibition India Limited (“the Resulting Company”) AND their Respective Shareholders and Creditors

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Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., Advocates for the Petitioners in both Petitions.

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Mr. J.S Saluja, i/b Dr. T. C. Kaushik for Regional Director in both the Petitions.

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CORAM: S. J. KATHAWALLA, J.

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DATE: 9^th MARCH, 2012

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PC:

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Heard learned counsels for the parties.

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The sanction of the Court is sought under Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956, to the Composite Scheme of Arrangement between Cinemax India Limited, the Demerged Company and Cinemax Exhibition India Limited, the Resulting Company and their Respective Shareholders and Creditors.

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Counsel appearing on behalf of the Petitioners has stated that the Petitioner have complied with all requirements as per directions of this Court and they 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 there under. The said undertaking is accepted.

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The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6(a), 6(b) and 6(c) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6(a) to 6(c) of the affidavit, it is stated that:

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(a) The shares of the Demerged Company are held by foreign body corporates. Hence while giving effect to the scheme, by issuing shares by the Resulting Company to the Demerged Company, the Resulting Company may be directed to comply with FEMA/RBI regulations as applicable in this regard.

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(b) Clause 7.2 of the scheme provides for reduction of paid up of equity share capital of the Demerged

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Company from Rs. 28 crores to Rs. 14 crores. In this regard, the Demerged company is having right to issue further shares only to the extent of Rs.12 crores in future and the Demerged Company shall not utilize the reduced part of the paid up capital for re-issue of shares. The Demerged company may be directed to give an undertaking in this regard.

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(c) As per clause 9 of the scheme, the name of the Demerged Company is proposed to be changed to "Cinemax Properties Limited" and the name of the Resulting Company is proposed to be changed to "Cinemax India Limited". In this connection the Demerged Company and Resulting Company may be directed to comply with the provisions of section 21/23 of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 System of allotting the names, it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai.

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As far as first objection in paragraph 6 (a) of the Affidavit of the Regional Director is concerned, the Resulting Company through its Counsel undertakes to comply with the applicable provisions of the FEMA/RBI regulations while giving effect to the scheme by issuing shares to the shareholders of the Demerged Company. The said undertaking is accepted.

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So far as the second objection in paragraph 6 (b) of the Affidavit of the Regional Director is concerned, the Petitioner/Demerged Company through its Counsel undertake that the Demerged Company shall not utilise the reduced part of the paid up capital for re-issue of shares. The said undertaking is accepted.

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As far as the objection in paragraph 6 (c) of the Affidavit of the Regional Director is concerned, Petitioner Companies through their Counsel undertake to comply with the provisions of section 21/23 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and agrees that the new proposed new name will be allowed subject to availability of the same by the Registrar of Companies at the time of such application. The said undertaking is accepted.

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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 have come forward to oppose the Scheme.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 56 of 2012 and 57 of 2012, filed by the Petitioner Companies, are made absolute in terms of prayer clauses (a) to (d).

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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 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 Composite Scheme of Arrangement 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 both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. 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 concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay.

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(S. J. KATHAWALLA, J.)

Cinemax Exhibition India Limited Vs

Case brief

What is this about?

What did the court decide?

Cinemax Exhibition India Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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Statutes considered

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