Allowed

Phonegarage.Com India Private Limited Vs

Bombay HC4 Jan 2013CSP/213/2012

Case brief

AI extract

What is this about?

The single judge bench sanctioned a scheme of amalgamation involving four companies under Sections 391 to 394 of the Companies Act, 1956. The court found the scheme fair, reasonable, and not contrary to public policy or shareholder interests, as no opposition was raised and statutory requirements were met.

What did the court decide?

Company Scheme Petitions Nos. 211 to 214 of 2012 are made absolute; respondents directed to lodge copies with Registrar of Companies and pay stamp duty.

Phonegarage.Com India 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.211 OF 2012. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.27 OF 2012.

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JEROM TRADING & INVESTMENT Private LIMITED

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....Petitioner/ First Transferor Company.

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AND

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COMPANY SCHEME PETITION NO.212 OF 2012. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.28 OF 2012.

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ORSON VIDEO PRIVATE LIMITED

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....Petitioner/ Second Transferor Company.

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AND

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COMPANY SCHEME PETITION NO.213 OF 2012. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.29 OF 2012.

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PHONEGARAGE.COM INDIA PRIVATE LIMITED

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....Petitioner/ Third Transferor Company.

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WITH

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COMPANY SCHEME PETITION NO.214 OF 2012. CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.30 OF 2012.

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DANDVATI INVESTMENTS & TRADING COMPANY 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; AND

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In the matter of Scheme of Amalgamation of JEROM TRADING & INVESTMENT Private LIMITED AND ORSON VIDEO PRIVATE LIMITED AND PHONEGARAGE.COM INDIA PRIVATE LIMITED

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WITH DANDVATI INVESTMENTS & TRADING COMPANY PRIVATE LIMITED.

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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 all Petitions. Mrs. R. N. Sutar, Asstt. Official Liquidator, present in CSP Nos. 211 of 2012 to 213 of 2012 Mr. C. J. Joy i/b Dr. T. C. Kaushik for Regional Director in all Petitions.

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CORAM: N. M. Jamdar, J.

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DATE : 4^th January, 2012

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PC:

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Heard counsel for the parties.

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None appeared before the court to oppose the Scheme and nor any party has contravened any averments made in the Petition.

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The sanction of the Court is sought to a Scheme of Amalgamation of JEROM TRADING & INVESTMENT PRIVATE LIMITED, the First Transferor Company and ORSON VIDEO PRIVATE LIMITED, the Second Transferor Company and PHONEGARAGE.COM INDIA PRIVATE LIMITED, the Third Transferor Company with DANDVATI INVESTMENTS &

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TRADING COMPANY 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 Regional Director has filed an Affidavit dated 21/12/2012 stating therein that it appears that the Scheme is not prejudicial to the interest of shareholders and public.

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The Official Liquidator has filed his report dated 05/10/2012 in Company Scheme Petition Nos. 211 of 2012 to 213 of 2012stating 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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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

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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. 211 of 2012 to 213 of 2012 are made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition Nos. 214 of 2012 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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Petitioners 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 within 30 days from the date of issuance of the order by the Registry.

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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. 211 of 2012 to 213 of 2012 to pay cost of Rs.10,000/- to the Official

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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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(N. M. Jamdar, J.)

Phonegarage.Com India Private Limited Vs

Case brief

What is this about?

What did the court decide?

Phonegarage.Com India Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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Statutes considered

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