Allowed

Abhiruchi Properties Ltd. v. ---

Bombay HC30 Aug 2013CSP/205/2013

Case brief

AI extract

What is this about?

The Bombay High Court sanctioned a scheme of amalgamation consolidating Abhiruchi Properties Limited, Tainwala Financial Consultants Private Limited, and AkrutiTradvest Private Limited. The court held the scheme fair, reasonable, and compliant with statutory requirements after addressing concerns regarding amalgamation reserve classification.

What did the court decide?

All three Company Scheme Petitions were made absolute; Petitioner Companies directed to lodge the order with Superintendent of Stamps and Registrar of Companies and pay costs.

Abhiruchi Properties Ltd. Vs --- — Company and Corporate | Bombay HC (2013)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 205 OF 2013 CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.627 OF 2012

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Abhiruchi Properties Limited … Petitioner /

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1^st Transferor Company And

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COMPANY SCHEME PETITION NO. 206 OF 2013 CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.628 OF 2012

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Tainwala Financial Consultants Private Limited … Petitioner / 2^nd Transferor Company

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And

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COMPANY SCHEME PETITION NO. 207 OF 2013 CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.629 OF 2012

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AkrutiTradvest Private Limited

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IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; And

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IN THE MATTER of the Scheme of Amalgamation of Abhiruchi Properties Limited And Tainwala Financial Consultants Private Limited with AkrutiTradvest Private Limited.

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Called for hearing:

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Mr. Yogesh Adhia, Advocate for the Petitioners in all the Petitions.

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Ms. R.N. Sutar Asst. Official Liquidator present in the Company Scheme Petition Nos.205 of 2013 and 206 of 2013.

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Mrs. S.V. Bharucha i/b Mr. H.P. Chaturvedi for Regional Director in all the Company Scheme Petitions.

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CORAM: N. M. Jamdar, J.

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DATE: 30^th August, 2013

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Heard counsel for the parties. No objector has come before the Court to oppose the Scheme and nor any party has contravenedany averments made in the Petition.

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The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Abhiruchi Properties Limited and Tainwala Financial Consultants Private Limited with AkrutiTradvest Private Limited.

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Learned Advocate for the Petitioners states that the Petitioner in Company Scheme Petition No. 205 of 2013is carrying on business inter alia of investment in real estate and securities and the Petitioner in Company Scheme Petition No. 206 of 2013is carrying on the business the inter alia of financial consultancy and investments in securities and the Petitioner in Company Scheme Petition No. 207 of 2013is carrying on the businessinter alia dealing in shares and securities. The benefit of the Scheme is that the amalgamation will enable all the companies to consolidate their business operations and provide significant impetus to their growth enabling the amalgamated entity to reach at higher orbit and it will result in enhancing the scale of operations, reduction in

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and / or optimization in overheads costs, improved shareholder value benefiting all shareholders / investors of all the companies and enhanced leveraging capability of the combined entity. The amalgamation will consolidate the managerial expertise of the companies involved thereby giving additional strength to the amalgamated Company resulting into more number of activities and larger number of products / services being offered to the investors and it will be able to cater to much wider client base all over India. The Petitioner Companies approved the said Scheme by passing the Board Resolution which are annexed to the respective Company Scheme Petitions.

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The learned counsel for the Petitioners state that Petitioner Companies has complied with all directions passed in company Summons for Directions and that the Scheme has been filed in consonance with the orders passed in Company Summons for Direction.

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The learned counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies 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 given by the Petitioners Companies are accepted.

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The Regional Director has filed an Affidavit on 25^th July , 2013 stating that save and except what is stated in para 6, the scheme is

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not prejudicial to the interest of shareholders and public. Para 6 of the affidavit reads as under:-

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“ That the Deponent further submits that, clause 12.1.8 of the scheme states that excess of assets over liabilities recorded shall be credited by the Transferee Company to an account to be styled as “Amalgamation Reserve Account”. The said amount shall be considered as a free reserve and shall form part of the networth of the Transferee Company. In this regard it is submitted that as per section 2(29A) of the Act, the amalgamation reserve is not a revenue reserve and shall not be treated as free reserve. ”

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The learned counsel for the Petitioners undertakes that the excess, if any, of the assets over liabilities, which recorded shall be credited by the Transferee Company to “Amalgamation Reserve Account”, which will not be Revenue Reserve, and shall not be treated as a free reserve.

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The learned Counsel for the Regional Director on instructions from the Dy. Director, in the office of the Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai states that they are satisfied with the undertaking given by the Petitioners. The said undertaking is accepted.

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The Official Liquidator has filed his report on 20^th August, 2013 in the Company Scheme Petition Nos.205of 2013 and 206 of 2013, stating therein that the affairs of the Petitioner Companies have been conducted in a proper manner and that both the

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Petitioner Companies may be ordered to be dissolved by this Court.

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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, all the Company Scheme Petitionsare made absolute in terms of prayer clauses (a) to (d).

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

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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 Petitioner Companies in Company Scheme Petition Nos.205 of 2013 and 206 of 2013, to pay cost of Rs.10,000/- each 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 concerned authorities 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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(N. M. Jamdar, J)

Abhiruchi Properties Ltd. v. ---

Case brief

What is this about?

What did the court decide?

Abhiruchi Properties 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

Case details

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