Allowed

Rajashree Holdings Ltd. v. ------------

Bombay HC5 Jul 2013CSP/229/2013

Case brief

AI extract

What is this about?

The High Court sanctioned a scheme of amalgamation where eight unlisted transferor companies proposed to merge into the transferee, Sushree Trading Limited. The court found all statutory compliances met, no objections were raised, and undertakes regarding reserves and regulatory filings were accepted.

What did the court decide?

All Company Scheme Petitions were made absolute in terms of specific prayers; Petitioners directed to lodge order for stamp duty and file notice with Registrar of Companies.

Rajashree Holdings Ltd. Vs ------------ — Specific Performance | 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. 225 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTIONS NO. 765 OF 2012.

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Alpine Trading and Finance Limited .......Petitioner/First Transferor Company

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AND

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COMPANY SCHEME PETITION NO. 226 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTIONS NO. 766 OF 2012.

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Anukool Trade & Finance Limited …Petitioner / Second Transferor Company

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AND

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COMPANY SCHEME PETITION NO. 227 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTIONS NO. 767 OF 2012.

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Ashish Trading And Agency Limited …Petitioner / Third Transferor Company

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AND

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COMPANY SCHEME PETITION NO. 228 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTIONS NO. 768 OF 2012.

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Avilok Trade & Finance Limited …Petitioner / Fourth Transferor Company

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AND

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COMPANY SCHEME PETITION NO. 229 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTIONS NO. 773 OF 2012.

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Rajashree Holdings Limited …Petitioner / Fifth Transferor Company

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AND

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COMPANY SCHEME PETITION NO. 230 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTIONS NO. 769 OF 2012.

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Rangoli Holdings Limited …Petitioner / Sixth Transferor Company

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AND

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COMPANY SCHEME PETITION NO. 231 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTIONS NO. 770 OF 2012.

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Sambhaw Finance and Trading Limited .....Petitioner / Seventh Transferor Company

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AND

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COMPANY SCHEME PETITION NO. 232 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTIONS NO. 771 OF 2012.

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Sunayna Trade & Investment Company Limited....... Petitioner / Eighth Transferor Company

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INTO AND WITH

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COMPANY SCHEME PETITION NO. 233 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTIONS NO. 772 OF 2012.

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Sushree Trading Limited …Petitioner / Transferee Company

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

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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 ALPINE TRADING AND FINANCE LIMITED, Transferor Company, ANUKOOL TRADE & FINANCE LIMITED, Transferor Company ASHISH TRADING AND AGENCY LIMITED, Transferor Company, AVILOK TRADE & FINANCE LIMITED, Transferor Company, RAJASHREE HOLDINGS LIMITED, Transferor Company, RANGOLI HOLDINGS LIMITED, Transferor Company, SAMBHAW FINANCE AND TRADING COMPANY LIMITED, Transferor Company AND SUNAYNA TRADE & INVESTMENT COMPANY LIMITED, Transferor Company;

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INTO AND WITH Sushree Trading Limited (Transferee Company)

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AND

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Their respective shareholders.

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Called for hearing

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Mr. B.B.Sharma i/b Jitendra Singh, Advocate for the Petitioners in all the Petitions. Mr/s. R.N. Sutar, Asstt. Official Liquidator, present in CSP Nos. 225 of 2013 to 232 of 2013. Mr/s. Jyotsna N. Pandhi for Regional Director in all the Petitions.

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CORAM: N.M. Jamdar, J.

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DATE: 5^th July, 2013

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PC:

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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 contravened any averments made in the Petition.

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The sanction of the Court is sought to a Scheme of Amalgamation of ALPINE TRADING AND FINANCE LIMITED, Transferor Company, ANUKOOL TRADE & FINANCE LIMITED, Transferor Company ASHISH TRADING AND AGENCY LIMITED, Transferor Company, AVILOK TRADE & FINANCE LIMITED, Transferor Company, RAJASHREE HOLDINGS LIMITED, Transferor Company, RANGOLI HOLDINGS LIMITED, Transferor Company, SAMBHAW FINANCE AND TRADING COMPANY LIMITED, Transferor Company AND SUNAYNA TRADE & INVESTMENT COMPANY LIMITED, Transferor Company INTO AND WITH Sushree Trading Limited (Transferee Company), under Sections 391 to 394 of the Companies Act, 1956.

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Learned Counsel for the Petitioners states that the Transferor Companies are unlisted companies and engaged in the business of investment in shares, securities etc. and holds investment in group companies and Transferee Company engaged in business of investment in shares, securities, etc. and providing finance. The proposed Scheme of Amalgamation will have the benefit of optimal utilization of their combined resources and services to improve the administrative control, to enjoy advantages of economies of scale, to economise the administrative and management cost and other expenses, to pool the resources for growth and development of the companies concerned, to consolidate the management strength of both the Transferor Companies and the Transferee Company, to have a restructured financial and asset base, in the manner and on the terms and conditions stated in the Scheme of Amalgamation. The Transferor Companies and Transferee Company have approved the said Scheme of

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Amalgamation by passing the Board Resolutions which are annexed to the respective Company Scheme Petitions.

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The learned Advocate for the Petitioners further states that Petitioners Companies have complied with all the directions passed in Company Summons for Direction and that the Company Scheme Petitions have been filed in consonance with the orders passed in respective Companies Summons for Directions.

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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 there under. The said undertaking is accepted.

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The Official Liquidator has filed his report on 28/06/2013 in Company Scheme Petition Nos. 225 of 2013 to 232 of 2013 stating 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 28/06/2013 stating therein that save and except as stated in Paragraph 6 (a) & (b) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 (a) and (b) of the said Affidavit, it is stated that:-

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(a) Clause 5.8of the Scheme states that the excess of the net assets (after deduction of liabilities, if any), of the Transferor Companies as appearing in the books of the respective Transferor Companies and taken over / assumed by the Transferee Company as above shall be treated as per the Accounting Standard (AS) 14 of the Institute of Chartered Accountants of India and the provisions of the Companies Act, 1956. In this regard, it is submitted that reserve, if any, arising out of this Scheme of Amalgamation be credited to Capital Reserve Account of Transferee Company.

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(b) The Transferee Company is a Non Banking Finance Company, hence the Transferee Company may be directed to file a copy of the scheme along with the copy of this Hon’ble Court’s order with Reserve Bank of India.

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As far as Paragraph 6(a) of the Affidavit of Regional Director is concerned, the counsel appearing on behalf of Transferee Company undertakes that the reserve, if any, arising out of the Scheme of Amalgamation shall be credited to Capital Reserve Account of Transferee Company.

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As far as Paragraph 6(b) of the Affidavit of Regional Director is concerned, the counsel appearing on behalf of Transferee Company undertakes to file a copy of the scheme alongwith the copy of this Hon'ble Court’s order with Reserve Bank of India.

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The Learned counsel for Regional Director on instructions of Mr. M. Chandanamuthu, Joint 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 Petitioner Companies. The said undertaking is accepted.

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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 in the court.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 225 of 2013 to 232 of 2013 are made absolute in terms of prayer Clauses (a) to (n) and (p) and Company Scheme Petition No. 233 of 2013 is made absolute in terms of prayer Clauses (a) to (m), (o) and (p).

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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 issuance of the order by the Registry.

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Petitioners are directed to file a copy of this order alongwith 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 provision of the Companies Act, 1956.

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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. 225 of 2013 to 232 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 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.)

Rajashree Holdings Ltd. v. ------------

Case brief

What is this about?

What did the court decide?

Rajashree Holdings 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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