Allowed

Honey Machines Private Limited. v. ------------------------------------

Bombay HC19 Jul 2013CSP/220/2013

Case brief

AI extract

What is this about?

The Bombay High Court sanctioned the Scheme of Amalgamation between Honey Machines Private Limited and Keyvee Packaging Systems Private Limited under Sections 391-394 of the Companies Act, 1956. The court held the scheme fair and found all statutory compliances met.

What did the court decide?

Company Scheme Petition No. 220 of 2013 made absolute in terms of prayer clauses (a) to (i).

Honey Machines Private Limited. Vs… — Specific Performance | Bombay HC (2013)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 220 OF 2013 CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 147 OF 2013

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Honey Machines Private Limited

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… Petitioner/Transferor Company

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In the Matter of the Companies Act, 1956 (1 of 1956);

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AND

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In the matter of Section 391 to 394 of the Companies Act, 1956; AND

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In the matter of Scheme of Amalgamation

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Honey Machines Private Limited

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WITH

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Keyvee Packaging Systems Private Limited

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Called for hearing and final disposal

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Mr. Dhiren Akbari, Advocate for the Petitioner.

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Ms. Rituja Ambekar i/b H. P. Chaturvedi for Regional Director.

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Mrs. R. N. Sutar, Asst. Official Liquidator present.

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Coram: N.M.Jamdar, J. Dated: 19^th July, 2013

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PC:

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Heard learned counsel for the parties. 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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The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Honey Machines Private Limited with Keyvee Packaging Systems Private Limited.

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The learned Counsel for the Petitioner Company states that the present business of the Transferor Company is manufacturing, import, export of machinery and plants and the Transferee Company is manufacturing and processing of packaging materials and products. The Learned Counsel for the Petitioner Company states that the main benefits of the Scheme of Amalgamation will be the consolidation of the business into a reasonably sized enterprise and synergies in terms of optimizing capacity utilization, efficient utilization of resources resulting in cost and operational efficiencies and create a stronger base for the future growth of the amalgamated entity.

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Learned Counsel for the Petitioner further submits that, filing of separate Company Scheme Petition by the Transferee Company has been dispensed with as Transferor Company is 100% wholly owned subsidiary of the Transferee Company and no new shares will be issued and also stated in Para 37 that in view of the judgment of this court in Mahaamba Investment Limited v/s IDI Limited (2001) Company Cases 105. Ld. Counsel for the Petitioner Company states that as per Clause 6 of the Scheme of Amalgamation interalia states that Transferee Company is not required to issue any shares to the shareholder of the Transferor Company.

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Counsel appearing on behalf of the Petitioner 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 Company 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 is accepted.

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The Regional Director has filed an Affidavit on 24^th June, 2013 stating therein that it appears that the Scheme is not prejudicial to the interests of the shareholders and public.

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The Official Liquidator has filed his report on 21^st June, 2013 stating therein that the Affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company 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 concerned has come forward to oppose the Scheme.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 220 of 2013 filed by the Petitioner Company is made absolute in terms of prayer clause (a) to (i) of the Petition.

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The Petitioner Company to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court, 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 receipt of the order.

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

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The Petitioner Company to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today.

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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 and form of minutes annexed to the Petition duly authenticated by the Company Registrar, High Court, Bombay.

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(N.M. Jamdar, J.)

Honey Machines Private Limited. v. ------------------------------------

Case brief

What is this about?

What did the court decide?

Honey Machines Private Limited. v. ------------------------------------

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Cases cited

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Parties & counsel

Coram

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