Allowed

Ashru Lata and Company Private Limited Vs

Bombay HC22 Mar 2013CSP/18/2013

Case brief

AI extract

What is this about?

The High Court sanctioned a proposed Scheme of Amalgamation involving two transferor companies and one transferee company under Sections 391-394 of the Companies Act, 1956. The court dismissed a minor clerical error in the scheme, granted leave to amend it, and made the petitions absolute as all statutory compliances were met and no objections were raised.

What did the court decide?

Petitions for sanction of scheme of amalgamation made absolute; leave granted to amend clause 10.2 of the scheme. Petitioners directed to lodge copies with Registrar of Companies and pay costs to Regi

Ashru Lata and Company Private Limited Vs — Company and Corporate | Bombay HC (2013)

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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.18 OF 2013. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.839 OF 2012.

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ASHRU LATA AND COMPANY PRIVATE LIMITED

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....Petitioner/ First Transferor Company.

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AND

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COMPANY SCHEME PETITION NO.19 OF 2013. CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.840 OF 2012.

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DHIRAJLAL MAGANLAL PURSHOTAMDAS PRIVATE LIMITED

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....Petitioner/ Second Transferor Company.

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WITH

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COMPANY SCHEME PETITION NO.20 OF 2013. CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.841 OF 2012.

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NEXGEN LIFIN PRIVATE LIMITED

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....Petitioner/ Transferee Company.

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In the matter of the Companies Act 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 of ASHRU LATA AND COMPANY PRIVATE LIMITED, the First Transferor Company and DHIRAJLAL MAGANLAL PURSHOTAMDAS PRIVATE LIMITED, the Second Transferor Company with NEXGEN LIFIN PRIVATE LIMITED, the Transferee Company.

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Called for hearing

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Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b Rajesh Shah & Co., Advocate for the Petitioners in both Petitions. Mrs. R. N. Sutar, Asstt. Official Liquidator, present in CSP Nos. 18 of 2013 and 19 of 2013. Mr. C.J. Joy with Mr. H. V. Mehta i/b H. P. Chaturvedi for Regional Director in all the Petitions.

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CORAM: Ranjit More, J.

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DATE : 22^nd March, 2013

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PC:

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Heard counsel for the parties.

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No objector has come before the court to oppose the Scheme and nor any party has contravened any averments made in the Petition.

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Learned Counsel for the Petitioners states that the Petitioner Companies are in the business of Investments in Shares & Trades. The proposed scheme of Amalgamation will have the benefit of the combined assets and cash flows of the two companies. The amalgamation will enable the Transferee Company to consolidate the businesses of Investments in Shares & Trades and the amalgamation will result in economy of scale and reduction in overheads, administrative, managerial and other expenditure and optimal utilization of resources. The transferor and transferee companies both approved the said Scheme of Amalgamation by passing the Board Resolution which are annexed to the respective Company Scheme Petitions. The learned Advocate for the Petitioner further states

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that, Petitioners companies have complied with all the directions passed in Company Summons for Direction and that the Company Scheme Petition have been filed in consonance with the orders passed in respective Summons for Directions and seeks sanction to the said proposed Scheme of Amalgamation.

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The sanction of the Court is sought to a Scheme of Amalgamation of ASHRU LATA AND COMPANY PRIVATE LIMITED, the First Transferor Company and DHIRAJLAL MAGANLAL PURSHOTAMDAS PRIVATE LIMITED, the Second Transferor Company with NEXGEN LIFIN 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 that the 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 dated 15/03/2013 in Company Scheme Petition Nos. 18 of 2013 and 19 of 2013 stating that the affairs of the Transferor Companies has been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved.

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The Regional Director has filed an Affidavit dated 22^nd February, 2013 stating therein that save and except as stated in paragraph 6, it appears that the Scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the affidavit, the Regional Director has stated as under:

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“That the Deponent further submits that from the shareholding position of the 2^nd Transferor Company it is ascertained that 1^st Transferor Company holds 5800 equity shares in the equity share capital of 2^nd Transferor Company. Hence clause 10.2 of the scheme the line “the Second Transferor Company holds 5800 equity shares of the First Transferor Company substituted by “the First Transferor Company holds 5800 equity shares of the Second Transferor Company” and necessary correction be carried out in the scheme.”

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So far as paragraph 6 of the affidavit of the Regional Director is concerned, the Counsel appearing on behalf of the Petitioner Companies states that there is typographical mistake in the clause 10.2 of the Scheme. Hence the Counsel for the Petitioner Company seek leave of the Court the amend the Clause 10.2 of the Scheme by substituting the clause 10.2 of the scheme as

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“the First Transferor Company holds 5800 equity shares of the Second Transferor Company” instead of “The Second Transferor Company holds 5,800 Equity Shares of the First Transferor Company”. Leave to amend is granted. The amendment shall be carried out within two weeks from today.

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The Learned Counsel for Regional Director on instructions of Mr. M. Chandanamuthu, Joint Director in the office of the Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai states that they are agreed with proposed amendment sought by the Advocate for the Petitioner Companies as mentioned hereinabove.

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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. 18 of 2013 and 19 of 2013 are made absolute in terms of prayer clauses (a), (b) and (d) and Company Scheme Petition No. 20 of 2013 is made absolute in terms of prayer clauses (a) and (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

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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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Petitioners are directed to file a copy of this order alongwith a copy of the Scheme with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy as per provision of the Companies Act.

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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 Petitioners in the Company Scheme Petition Nos. 18 of 2013 and 19 of 2013 to pay cost 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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(Ranjit More, J.)

Ashru Lata and Company Private Limited Vs

Case brief

What is this about?

What did the court decide?

Ashru Lata and Company Private Limited Vs

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

Case details

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