Allowed

Aaa Expert Advisory Private Limited v. --

Bombay HC2 Mar 2012CSP/698/2011

Case brief

AI extract

What is this about?

The Bombay High Court sanctioned a Scheme of Amalgamation involving five transferor companies and one transferee company under Sections 391 to 394 of the Companies Act, 1956. The order accepted undertakings regarding share capital compliance and directed parties to fulfill regulatory filings and pay costs.

What did the court decide?

The petitioners' Company Scheme Petitions are made absolute; investors and creditors are ordered to comply with filing requirements and pay costs.

Aaa Expert Advisory 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 698 OF 2011

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 711 OF 2011

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AAA EXPERT ADVISORY PRIVATE LIMITED

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………… Petitioner / the Transferor Company No.1

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AND

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COMPANY SCHEME PETITION NO 699 OF 2011

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 712 OF 2011

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AAA SYSTEMATIC ADVISORY SERVICES PRIVATE LIMITED

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………… Petitioner / the Transferor Company No.2

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AND

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COMPANY SCHEME PETITION NO 700 OF 2011

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 713 OF 2011

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AAA SHOWBIZ ENTERTAINMENT PRIVATE LIMITED

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………… Petitioner / the Transferor Company No.3

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AND

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COMPANY SCHEME PETITION NO 701 OF 2011

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 714 OF 2011

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AAA MULTI TECHNICAL SERVICES PRIVATE LIMITED

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………… Petitioner / the Transferor Company No.4

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AND

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COMPANY SCHEME PETITION NO 702 OF 2011

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 715 OF 2011

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AAA DHARA PROJECTS PRIVATE LIMITED

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………… Petitioner / the Transferor Company No.5

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AND

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COMPANY SCHEME PETITION NO 703 OF 2011

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 716 OF 2011

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AAA VIBGYOR ENTERTAINMENT 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

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the Companies Act, 1956;

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AND

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In the matter of Scheme of Amalgamation

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AAA Expert Advisory Private Limited ( “the Transferor Company No.1”)

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AND

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AAA Systematic Advisory Services

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Private Limited (“the Transferor Company No.2”)

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AND

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AAA Showbiz Entertainment Private Limited (“the Transferor Company No.3”)

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AND

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AAA Multi Technical Services Private Limited (“the Transferor Company No.4”)

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AND

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AAA Dhara Projects Private Limited ( “the Transferor Company No.5”)

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WITH

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AAA Vibgyor Entertainment Private Limited (“the Transferee Company”)

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AND

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their respective Shareholders and Creditors

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Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners in all the Petitions.

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Dr. T. Pandian, Official Liquidator present in CSP No. 698 of 2011 to 702 of 2011.

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Mr. G. Hariharan i/b Dr. T. C. Kaushik for Regional Director in all the Petitions.

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CORAM: S. J. Kathawalla, J. DATE: 2^nd March, 2012

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Heard counsel for the parties.

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The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of AAA Expert Advisory Private Limited, the Transferor Company No.1 and AAA Systematic Advisory Services Private Limited, the Transferor Company No.2 and AAA Showbiz Entertainment Private Limited, the Transferor Company No.3 and AAA Multi Technical Services Private Limited, the Transferor Company

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No.4 and AAA Dhara Projects Private Limited, the Transferor Company No.5 with AAA Vibgyor Entertainment Private Limited, the Transferee Company and their respective Shareholders and Creditors.

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The advocate appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and that the Petiioners 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 of the said Affidavit, it appears that the Scheme is not prejudicial to the 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 5.5 of the Scheme states that, the Transferee Company shall take necessary steps to increase or alter or reclassify, if necessary, its authorised share capital suitably to enable it to issue and allot the shares required to be issued and allotted by it under this Scheme. In this connection the Transferee Company 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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So far as query raised in paragraph 6 of the Affidavit of the Regional Director is concerned, the Petitioners through their advocate undertakes to comply with the provisions of sections 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of

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Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The undertaking is accepted.

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The Official Liquidator has filed his report in Company Scheme Petition Nos.698 of 2011 to 702 of 2011 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies 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.

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Since all the requisite statutory compliances have been fulfilled:

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(a) Company Scheme Petition Nos. 698 of 2011 to 702 of 2011 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d);

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(b) Company Scheme Petition No. 703 of 2011 filed by the Transferee Company 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 along with a copy of the Scheme of Amalgamation with the concerned

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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 Petitioner Companies in all the Company Scheme Petitions to pay costs of Rs.10, 000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in Company Scheme Petition Nos. 698 of 2011 to 702 of 2011 to pay cost of Rs. 10,000/- each 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 concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

Aaa Expert Advisory Private Limited v. --

Case brief

What is this about?

What did the court decide?

Aaa Expert Advisory 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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