Allowed

Nivedan Distributors Private Limited Vs

Bombay HC12 Oct 2012CSP/640/2012

Case brief

AI extract

What is this about?

This order, passed by consent, disposes of Company Scheme Petitions 640 and 641 of 2012 seeking sanction for the amalgamation of two private companies. The High Court observed that statutory compliances were fulfilled and the scheme was fair, subsequently making the petitions absolute and directing registration and stamp duty adjudication.

What did the court decide?

Company Scheme Petition Nos. 640 and 641 of 2012 made absolute; registration of order and scheme required; costs awarded.

Nivedan Distributors 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.640 OF 2012.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.534 OF 2012.

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Nivedan Distributors Private Limited

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…Petitioner / the Transferor Company

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AND

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COMPANY SCHEME PETITION NO.641 OF 2012.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.535 OF 2012.

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JSK Industries Private Limited

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…Petitioner / the Transferee Company.

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In the matter of the Companies Act, 1956 (1 of 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 Scheme of Amalgamation

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Nivedan Distributors Private Limited (‘the Transferor Company’)

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WITH

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JSK Industries Private Limited (‘the Transferee Company’)

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AND

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their respective shareholders

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Mr. Hemant Sethi i/b Hemanth Sethi & Co., Advocate for the Petitioners in all Petitions.

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Ms. Purnima Awasthi i/b Dr. T. C. Kaushik for Regional Director in all Petitions.

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Ms. K.S. Reddy, Dy. Official Liquidator, present in Company Scheme Petition No. 640 of 2012.

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CORAM : Anoop V. Mohta, J DATE : 12^th October, 2012

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PC:

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Heard learned counsel for the parties. No one else appeared. I am satisfied that the order can be passed in terms of approved draft of the minutes of order dated 12th October, 2012, as per the practice. By consent the order is passed accordingly.

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The sanction of the Court is sought to a Scheme of Amalgamation between Nivedan Distributors Private Limited with JSK Industries Private Limited and their respective shareholders under Sections 391 to 394 of the Companies Act, 1956

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Counsel appearing on behalf of the Petitioners have stated that they 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 Official Liquidator has filed his report dated 27^th September, 2012 in CSP Nos. 640 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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The Regional Director has filed an Affidavit dated 28^th September, 2012 stating therein that save and except as stated in paragraphs 6 of the Affidavit, it appears that the Scheme is not prejudicial to the

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interest of shareholders and public. In paragraph 6 of the said Affidavit, it is stated that:-

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“6. That the Deponent further submits that, clause 11.1(b) of the scheme deals with transferring excess of assets value over liability to capital reserve account or as may be considered appropriate by the Board of Directors. In this regard it is suggested that such reserve may be transferred to Capital Reserve Account or Amalgamation Reserve Account and the same shall not be treated as free reserve by the Transferee Company”

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So far as suggestion in paragraph 6 of the Affidavit of Regional Director is concerned, the Petitioner Company undertakes to transfer the excess of asset value over liability of the Transferor Company pursuant to the merger with the Transferee Company to ‘Capital Reserve Account’ and in case of there being a shortfall (Goodwill), the same shall be adjusted against the reserves. The Petitioner Companies further undertake that the above said Capital Reserve shall not be considered as free reserve for distribution. 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 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. 640 of 2012 is made absolute in terms of prayer clauses (a) to (d) and 641 of 2012 filed by the

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Petitioner Companies is made absolute in terms of prayer clauses (a) to (c).

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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 (O.S.), 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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Petitioner is 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.

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The Petitioners in all the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioner in the Company Scheme Petition No. 640 of 2012 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. 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 along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

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(Anoop V. Mohta, J.)

Nivedan Distributors Private Limited Vs

Case brief

What is this about?

What did the court decide?

Nivedan Distributors Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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Issues for consideration

Statutes considered

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