Allowed

Ankit Real Estate Pvt.Ltd. v. ---

Bombay HC2 Aug 2013CSP/183/2013

Case brief

AI extract

What is this about?

This order sanctioned a Scheme of Amalgamation involving five private limited companies under Sections 391 to 394 of the Companies Act, 1956. The court observed that all requisite statutory compliances were fulfilled and the scheme was not prejudicial to shareholders or the public.

What did the court decide?

Company Scheme Petitions made absolute; order to be lodged for stamp duty and filed with ROC; costs awarded.

Ankit Real Estate Pvt.Ltd. 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. 183 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 81 OF 2012

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ANKIT REAL ESATE PRIVATE LIMITED……………....………..…….PETITIONER

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AND

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COMPANY SCHEME PETITION NO. 184 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 82 OF 2013

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KRISHNA LAND DEVELOPERS PRIVATE LIMITED…………..…PETITIONER

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AND

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COMPANY SCHEME PETITION NO. 185 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 83 OF 2013

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EKTA MULTITRADE PRIVATE LIMITED……………………….…….PETITIONER

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AND

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COMPANY SCHEME PETITION NO. 186 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 84 OF 2013

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HUB REAL ESTATE PRIVATE LIMITED…………….…….…….PETITIONER

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WITH

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COMPANY SCHEME PETITION NO. 187 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 80 OF 2013

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KRISHNA DEVELOPERS PRIVATE LIMITED…………………….PETITIONER

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In the matter of Companies Act, 1956

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AND

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In the matter of: SCHEME OF AMALGAMATION UNDER SECTIONS 391 TO 394 OF THE COMPANIES ACT,1956

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FOR

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AMALGAMATION OF

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ANKIT REAL ESTATE PRIVATE LIMITED (ANKIT) & KRISHNA LAND DEVELPOERS PRIVATE LIMITED (KLDPL) & EKTA MULTITRADE PRIVATE LIMITED (EKTA) & HUB REAL ESTATE PRIVATE LIMITED (HUB)

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AND

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KRISHNA DEVELOPERS PRIVATE LIMITED (KDPL)

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Called for Hearing:

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Mr.Kedar Wagle, Advocate for the Petitioners in both Petitions

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Mr. C.J.Joy with Mr. G.Hariharan i/b Mr.H.P.Chaturvdi for Regional Director in all the Petitions.

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Ms.R.N.Sutar Asst.Official Liquidator in Company Scheme Petition No 531 of 2012.

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Coram: N.M.Jamdar. J

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Date: 2^nd August, 2013

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P.C:

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Heard Learned Counsel for the Parties. None appears before the Court to oppose the Scheme nor has any party contravened averment made in the Petition.

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The Sanction of the Court is sought to a Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 between, ANKIT REAL ESTATE PRIVATE LIMITED (ANKIT) and, KRISHNA LAND DEVELOPERS PRIVATE LIMITED (KLDPL) and, EKTA MULTITRADE

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PRIVATE LIMITED (EKTA) and, HUB REAL ESTATE PRIVATE LIMITED (HUB) and KRISHNA DEVELOPERS PRIVATE LTD (KDPL).

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The Learned Counsel for the Petitioners states that ANKIT REAL ESTATE PVT.LTD, the Transferor Company No-1 is presently engaged in business of builders and developers. KRISHNA LAND DEVELOPERS PVT.LTD, the Transferor Company No-2 is engaged in business of builders and developers. EKTA MULTITRADE PVT.LTD, the Transferor Company No-3 engaged in business of builders and developers. HUB REAL ESTATE PRIVATE LIMITED, the Transferor Company No-4 is engaged in business of real estate and for the purpose, to buy and sell, take on lease, give on lease, or on license, maintain, develop, demolish, alter, construct, build and turn to account any land or building, owned or acquired or leased by the Company. KRISHNA DEVELOPERS PVT. LTD, the Transferee Company is also engaged in business of builders and developers.

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The Learned Counsel for the Petitioners states that some of the major benefits of the Scheme of Amalgamation would the garnering the benefits arising out of lower operating costs, the pooling of the management and administration would result in savings of costs. The combined capital resources will result into increasing the leveraging capacity of the amalgamated entity i.e. its capacity to borrow funds for business purposes. The Amalgamation would eliminate duplication of work in areas like accounts, Company Law and Tax Assessments, common administrative services and would result in cost savings. The

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same would also facilitating consolidation of operations and optimum utilization of assets and reflect the consolidated net worth of the Companies in one balance sheet.

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The Petitioner Companies have approved the Scheme of Amalgamation by passing the Board Resolution in the respective meetings, which are annexed to the respective Company Scheme Petitions.

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The Learned Counsel for the Petitioner Companies submits that the Petitioner Companies have complied with all the undertakings given and the directions passed in the respect of Company Summons for Direction bearing No. 80 of 2013 to Company Summons for Direction No.84 of 2013 and the Company Scheme Petitions bearing No.183 of 2013 to Company Scheme Petition No. 187 of 2013 in consonance with the orders passed in respect of the Company Summons for Directions and the Company Scheme Petitions.

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The Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the directions of this Court and they have filed necessary affidavits of compliance in the Court. Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and Rules made thereunder. The said Undertaking is accepted.

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The Official Liquidator has filed his report dated 5^th July 2013 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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The Regional Director has filed an Affidavit dated 18^th July 2013 stating therein that the Scheme is not prejudicial to the interest of shareholders and public.

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Since all requisite statutory compliances have been fulfilled, Company Scheme Petition No. 183 of 2013 to Company Scheme Petition No-187 of 2013 are made absolute in terms of prayer clauses (a) and (b) of the respective Petition.

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The Transferee Company 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 the order.

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The Transferor Companies and the Transferee Company are directed to file copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, alongwith e-form 21 and also file physical copy as per relevant provisions of the Companies Act.

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The Petitioners’ in respective Petitions to pay costs of Rs.10,000/to the Regional Director, Western Region, Mumbai, and Petitioner in Company Scheme Petition No. 183 of 2013 to Company Scheme Petition No. 186 of 2013 to pay cost of Rs.10,000/- to the Official Liquidator, High Court, Bombay towards his costs and the same to be paid within four weeks from the date of order.

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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 authenticate by the Company Registrar, High Court, (O.S), Bombay.

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(N.M.Jamdar. J.)

Ankit Real Estate Pvt.Ltd. v. ---

Case brief

What is this about?

What did the court decide?

Ankit Real Estate Pvt.Ltd. 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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