Allowed

Royal Orchid Exim Pvt.Ltd. v. ---

Bombay HC13 Sept 2013CSP/216/2013

Case brief

AI extract

What is this about?

The court sanctioned the Scheme of Amalgamation under Sections 391-394 of the Companies Act, 1956 for four Transferor companies to merge with a Transferee company. No objection was heard, and statutory requirements were found fulfilled.

What did the court decide?

Company Scheme Petitions made absolute; Petitioners directed to lodge order and Scheme with Stamp Superintendent and Registrar of Companies.

Royal Orchid Exim 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 216 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 177 OF 2013

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Royal Orchid Exim Private Limited

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…………Petitioner/Second Transferor Company

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AND

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COMPANY SCHEME PETITION NO 217 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 178 OF 2013

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White Stream Trading Private Limited

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…..Petitioner/Third Transferor Company

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COMPANY SCHEME PETITION NO 218 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 179 OF 2013

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You And Me Trading Private Limited

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………….Petitioner/Fourth Transferor Company

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AND

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COMPANY SCHEME PETITION NO 219 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 180 OF 2013

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Golden Dream Mercantile Private Limited

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…………Petitioner/Transferee Company

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In the matter of the Companies Act, 1956 (1 of 1956); 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 Nagarjuna Aqua Exports Limited and Royal Orchid Exim Private Limited And White Stream Trading Private Limited And You And Me Trading Private Limited With Golden Dream Mercantile Private Limited And their respective Shareholders

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Called for Hearing

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Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioner Mr. C. J. Joy with Mr. Ajay Patil, i/b H.P Chaturvedi for Regional Director in all the Petitions

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Mrs. R.N. Sutar Asst. Official Liquidator present in Company Scheme Petition No. 216 of 2013 to 218 of 2013.

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CORAM: N. M. Jamdar, J.

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DATE: 13^th September 2013

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Heard counsel for the parties. No objector has come before the court to oppose the Scheme of Amalgamation nor has any party contravened any averments made in the Petition.

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The sanction of the Court is sought under Sections 391 to 394 to the Scheme of Amalgamation of Nagarjuna Aqua Exports Limited and Royal Orchid Exim Private Limited And White Stream Trading Private Limited And You And Me Trading Private Limited With Golden Dream Mercantile Private Limited And their Respective shareholders.

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Learned Counsel for the Petitioner states that the Petitioner Companies are primarily engaged in the business of holding and making investments as per the respective object clauses of the Petitioner Companies.

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The said Scheme of Amalgamation is proposed for consolidation of the businesses so as to achieve managerial and operational efficiency and in these circumstances, the First Transferor Company, Second Transferor Company, the Third Transferor Company and the Fourth Transferor Company and Transferee Company have framed a Scheme of Amalgamation under the provisions of sections 391 to 394 of the Companies Act, 1956 whereby the Transferor companies would be amalgamated with the Transferee Company.

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The Petitioner Companies have approved the said Scheme by passing Board Resolution in the Board Meetings which are annexed to the respective Company Scheme Petitions.

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The learned counsel for the Petitioners state that Petitioner Companies have 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 Directions.

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Counsel appearing on behalf of the Petitioners has stated that they 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 undertakings given by the Petitioner Companies are accepted.

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The Regional Director has filed an Affidavit on 30^th August 2013 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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That the Deponent further submits:-

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“That the Registered office of the First Transferor Company is situated in the State of Andhra Pradesh. Hence the present Scheme of amalgamation between the Transferor Companies and Transferee Company will be subject to the condition of obtaining similar

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approval from Hon’ble Court of Hyderabad in respect of First Transferor Company.”

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As far as the observations made in paragraph 6 of the Affidavit of Regional Director is concerned, the learned Counsel for the Petitioners state that the Petition has been filed by the First Transferor Company before the Andhra Pradesh High Court and the same is pending and further clarifies that the present Scheme of Amalgamation between the Transferor Companies and the Transferee Company will be subject to condition of similar approval from the Andhra Pradesh High Court in respect of First Transferor Company.

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The Learned Counsel for Regional Director on instructions of Mr. Rajesh Dalmiya, Deputy Director in the office of the Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai, states that they are satisfied with the submission made hereinabove and states that inadvertently in paragraph 6 reference is made to High Court of Hyderabad instead of Andhra Pradesh and that the same be read as Andhra Pradesh High Court.

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The Official Liquidator has filed his report dated 29^th August 2013 in the Company Scheme Petition No. 216 to 218 of 2013 stating therein that the affairs of the Second, Third and Fourth Transferor Companies have been conducted in a proper manner and that the said Transferor 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 amended Scheme.

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Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.216 of 2013, 217 of 2013, 218 of 2013 and 219 of 2013 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) of the Respective Petitions.

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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

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(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 issuance of 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 as per the relevant provisions of the Act.

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The Petitioner Companies to pay costs of Rs.10, 000/- each to the Regional Director, Western Region, Mumbai. Petitioners in Company Scheme Petition Nos. 216 of 2013, 217 of 2013 and 218 of 2013 to pay cost of Rs, 10,000/- each to the Official Liquidator, High Court, Bombay. Cost 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 amended Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

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(N.M Jamdar, J.)

Royal Orchid Exim Pvt.Ltd. v. ---

Case brief

What is this about?

What did the court decide?

Royal Orchid Exim 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

Case details

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