Allowed

Oriental Synthetic and Rayon Mills Private Limited Vs

Bombay HC17 Feb 2012CSP/655/2011

Case brief

AI extract

What is this about?

The High Court sanctioned a Scheme of Amalgamation under Sections 391-394 of the Companies Act, 1956. Accepting undertakings from the parties regarding compliance with share capital increase provisions and accounting standards, the Court held the Scheme fair and reasonable, accepting objections from the Regional Director and dissatisfied Official Liquidator.

What did the court decide?

The Company Scheme Petitions were made absolute by allowing the Scheme of Amalgamation; directions issued for stamp duty adjudication, ROC filing, and payment of costs.

Oriental Synthetic and Rayon Mills Private Limited Vs — Company and Corporate | 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. 655 OF 2011

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 494 0F 2011

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ORIENTAL SYNTHETIC AND RAYON MILLS PRIVATE LIMITED ...Petitioner / Transferor Company

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...Petitioner / Transferor Company

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AND

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COMPANY SCHEME PETITION NO. 656 OF 2011

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 495 0F 2011

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ORIENTAL WEAVING AND PROCESSING MILLS PRIVATE LIMITED ...Petitioner / 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 Section 391 to 394 of the Companies Act, 1956;

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AND

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In the matter of Scheme of Amalgamation of ORIENTAL SYNTHETIC AND RAYON MILLS PRIVATE LIMITED

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With

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ORIENTAL WEAVING & PROCESSING MILLS PRIVATE

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LIMITED (formerly known as Permaform Construction Private Limited)

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Mr. Pushkar Patankar, Advocate for the Petitioners in both Petitions.

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Mrs. Purnima Awasthi i/b. H. P. Chaturvedi, for Regional Director in both Petitions.

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Mrs. R. N. Sutar, Asstt. Official Liquidator, present in CSP No. 655 of 2011.

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CORAM : S. J. Kathawalla, J. DATE : 17^th February, 2012

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PC:

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Heard counsel for the parties.

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The sanction of the Court is sought to a Scheme of Amalgamation of Oriental Synthetic and Rayon Mills Private Limited, the Transferor Company with Oriental Weaving and Processing Mills Private Limited, the Transferee Company under Sections 391 to 394 of the Companies Act, 1956.

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Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and

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Petitioners 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 thereunder. The said undertaking is accepted.

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The Official Liquidator has filed his report in Company Scheme Petition No. 655 of 2011 stating that the affairs for 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 stating therein that save and except as stated in paragraphs 6 (a) and (b) of the Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6 (a) and (b) of the said Affidavit, it is stated that:-

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“(6) That the Deponent further submits that: -

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(a) Clause 11.4 of the Scheme states that the Authorized Share Capital of the Transferee Company shall stand increased by the amount of the Authorised Share Capital of the Transferee Company without any further act

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on the part of the Transferee Company. However, in order to enable it to issue & allot shares as provided in Clause 11.2 of the Scheme, the Transferee Company may be directed to comply with provisions of section 94/97 read with Schedule X of the Companies

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Act, 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee & stamp duty as applicable on the said forms.

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(b) The Scheme does not provide the clause in respect of Accounting Treatment by the Transferor & Transferee Company, after sanction of the Scheme by this Hon’ble High Court. However Mr. Vishwanath Shankar Chalke, Director of Transferor & Transferee Company vide his affidavits dated 23/01/2012 (annexed here to as Ex. C-1 & C- 2) undertakes to comply with all the provisions as mentioned under Accounting Standards (AS) 14 i.e. Accounting for Amalgamation issued by the Council of the Institute of

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Chartered Accountant of India. This for the information of this Hon’ble High Court.”

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As far as the objection in paragraph 6(a) of the Affidavit of Regional Director is concerned, the Transferee Company through its Counsel undertakes to comply with the provisions of Section 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The said undertaking is accepted.

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So far as the objection in paragraph 6(b) of the Affidavit of Regional Director is concerned, the Transferor and Transferee Company through its Counsel undertakes to comply with all the provisions as mentioned under the Accounting Standards (AS) 14 i.e. Accounting for Amalgamation issued by the Council of the Institute of Chartered Accountants of India. 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.

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None of the parties concerned has come forward to oppose the Scheme.

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Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 655 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (c) and the Company Scheme Petition No. 656 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) and (b).

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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 purposes of adjudication of stamp duty payable, if any, on the same within 60 days from the date of issuance of the order by the Registry.

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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 order by the Registry.

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The Petitioners in both Company Scheme 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. 655 of 2011 to pay costs of Rs. 10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today.

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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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(S. J. Kathawalla, J.)

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Oriental Synthetic and Rayon Mills Private Limited Vs

Case brief

What is this about?

What did the court decide?

Oriental Synthetic and Rayon Mills Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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