Allowed

Mapro Industries Limited Vs

Bombay HC24 Feb 2012CSP/682/2011

Case brief

AI extract

What is this about?

The Bombay High Court sanctioned a Scheme of Arrangement under Sections 391-394 of the Companies Act, 1956 between Mapro Industries (demerged) and Mapro Gases and Mapro Ventures (resulting). The Court addressed objections regarding listing status, share ratios, and clerical errors, granting permission for amendments and accepting undertakings for statutory compliances. The petitions were made abso

What did the court decide?

The Company Scheme Petitions were made absolute. Leave was granted to amend a typo in the Scheme. Petitioners directed to pay costs of Rs. 10,000 to the Regional Director.

Mapro Industries Limited Vs — Succession and Inheritance | 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.682 OF 2011 CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.539 OF 2011

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MAPRO INDUSTRIES LIMITED

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.....Petitioner/ Demerged Company

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AND

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COMPANY SCHEME PETITION NO.683 OF 2011 CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.540 OF 2011

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MAPRO GASES LIMITED

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……Petitioner / First Resulting Company

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AND

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COMPANY SCHEME PETITION NO.684 OF 2011 CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.541 OF 2011

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MAPRO VENTURES LIMITED

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……Petitioner / Second Resulting Company

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In the matter of the Companies Act 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 Arrangement between MAPRO INDUSTRIES LIMITED

AND

MAPRO GASES LIMITED

AND

MAPRO VENTURES LIMITED

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Mr. Rajesh Shah with Ms. Sara Sancheti i/b Rajesh Shah & Co.,

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Advocate for the Petitioners in all Petitions

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Mr. C. J. Joy and Mr. N. R. Prajapati i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions.

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CORAM: S. J. Kathawalla, J.

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DATE : 24^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 Arrangement between MAPRO INDUSTRIES LIMITED, the Demerged Company and MAPRO GASES LIMITED, the First Resulting Company and MAPRO VENTURES LIMITED, the Second Resulting Company, under Sections 391 to 394 of the Companies Act, 1956.

¶34

Counsel appearing on behalf of the Petitioners have stated that the Petitioners 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 paragraphs 6(a) to 6(d) of the Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a),6(b),6(c) and 6(d) of the said Affidavit, it is stated that:-

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“(a) The share of the Demerged Company are listed with Bombay Stock Exchange Limited, which has given ‘No Objection’ to the preset scheme of arrangement between the Demerged Company and the Resulting Company No. 1 & 2. However both the Resulting Companies are not proposed to be listed with any Stock Exchanges. This is for the information of this Hon’ble High Court.

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(b) The Share exchange ratio has been arrived based on future profitability of First & Second Resulting Companies. However, it is noticed that, net worth of the Demerged Company is negative. The shareholders of the Demerged Company have accepted the said share exchange ratio. This is for the information of this Hon’ble High Court. (c) In clause 21.3 of the scheme, the word MGL has to be substituted with the MVL.

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(d) Clause 18.4 and 20.3 of the scheme states that both the Resulting Companies i.e. MGL & MVL shall to the extent, if required, increase its authorized share capital in order to issue equity shares under this scheme. In this connection both the Resulting Companies i.e. MGL & MVL may be directed to comply with provisions of section 94/97 read with Schedule X of the Companies Act 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms.”

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As far as the objection in paragraph 6(a) of the Affidavit of Regional Director is concerned, the Petitioner Companies through its Counsel states that after the Scheme becomes effective both the Resulting Companies are not proposed to be listed with any Stock Exchanges and that so far as the Demerged Company is concerned, the Bombay Stock Exchange Limited by its letter dated 5^th August, 2011 has given its ‘No Objection’ to the proposed Scheme.

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So far as the objection in paragraph 6(b) of the Affidavit of Regional Director is concerned, the Counsel appearing on behalf of the Petitioner Companies states that the Share exchange ratio of the present scheme has already been accepted by the shareholders of all the Petitioner Companies.

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So far as the objection in paragraph 6(c) of the Affidavit of Regional Director is concerned, the Counsel appearing on behalf of the Petitioner Companies states that there is a typographical mistake in the abbreviation of the Company name in clause 21.3 of the scheme and that the abbreviation ‘MGL’ has to be substituted with the abbreviation ‘MVL’. The Counsel for the Petitioner Companies, therefore, seeks leave of this Court to amend the abbreviation of the Company name in clause 21.3 of the scheme, by substituting the abbreviation ‘MGL’ with the abbreviation ‘MVL’. Leave to amend is granted. Amendment to be carried out within two weeks from today

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So far as the objection in paragraph 6(d) of the Affidavit of Regional Director is concerned, both the Resulting Companies 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 of 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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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, the Company Scheme Petition Nos. 682 of 2011, 683 of 2011 and 684 of 2011 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (c) of respective Petitions.

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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 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 all 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 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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Mapro Industries Limited Vs

Case brief

What is this about?

What did the court decide?

Mapro Industries Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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