Allowed

Afour Papers Private Limited. v. -----------------------------------------------

Bombay HC26 Jul 2013CSP/263/2013

Case brief

AI extract

What is this about?

The Bombay High Court sanctioned a scheme of amalgamation and reduction of share capital involving five companies under the Companies Act, 1956. The Court observed the scheme was fair, reasonable, and not prejudicial, subjecting it to further sanction by the Madhya Pradesh High Court for specific Transferor Companies. Ancillary orders regarding stamp duty, ROC filings, and cost payments were issue

What did the court decide?

Sanction of the Scheme of Arrangement for amalgamation and reduction of share capital subject to further sanction by Madhya Pradesh High Court; directions for stamp duty, ROC filing, and publication o

Afour Papers 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.262 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.236 OF 2013

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Carafe Investment and Trading

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Private Limited .....Petitioner/the Third Transferor

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Company

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AND

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COMPANY SCHEME PETITION NO.263 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.237 OF 2013

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Afour Papers Private Limited ....Petitioner/the Transferee Company.

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In the matter of the Companies Act I of 1956.

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AND

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In the matter of Sections 391 to 394 read with Section 100 to 105 of the Companies Act, 1956.

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AND

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In the matter of the Scheme of

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Arrangement between:-

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Alpna Appliances Private Limited.

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AND

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Aditya Appliances Private Limited.

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AND

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Carafe Investment and Trading Private Limited.

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AND

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Afour Papers Private Limited

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AND

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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 Petitioners in both the Petition.

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Mr. C. J.Joy with Mr. Ajay Patil i/b Mr.H.P.Chaturvedi for Regional Director in all the Petitions.

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Mrs. R.N. Sutar, Asst.Official Liquidator, present in C.S.P No. 262 of 2013.

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CORAM: N.M.JAMDAR, J

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DATE : 26^th JULY, 2013

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PC:

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Heard learned counsel for parties. None appears before the Court to oppose the Scheme and nor any party has contravened averments made in the Petition.

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The sanction of the Court is sought under Sections 391 to 394 read with Section 100 to 105 of the Companies Act, 1956, to the Scheme of Arrangement between Alpna Appliances Private Limited and Aditya Appliances Private Limited and Carafe Investment and Trading Private Limited and Afour Papers Private Limited and their Respective Shareholders for Amalgamation of Alpna Appliances Private Limited and Aditya Appliances Private Limited and Carafe Investment and Trading Private Limited with Afour Papers Private Limited and reduction of Share Capital of Afour Papers Private Limited.

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The learned Advocate for the Petitioner Companies states that the First Transferor Company is carrying on investments activities of shares & securities mainly holding investments of listed and

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unlisted companies and lending inter corporate deposits and the Second Transferor Company is engaged in the business of electrical, engineers, electricians, contractors, manufacturers, constructors, suppliers, and dealers in electric and other appliances and carrying on investment activities in shares and securities and fixed deposits and the Third Transferor Company is engaged in the business of sales & purchase of shares and securities on behalf its clients and earning brokerage income and is also carrying on investment activities and the Transferee Company is presently not carrying on any operations and is in the process of setting up trading activities in all kinds and classes of Papers, board and pulp including writing Papers, printing Papers, absorbent. The proposed scheme will have benefits of combining all promoter holdings in Afour Papers Private Limited in a single entity, to create strong promoter holding company which is ready for fund raising in future, avoiding duplication of efforts, costs and resources, to create positive value for all stake holders who have continued to maintain their faith in the Management. Lesser regulatory/ procedural compliance resulting in cost saving in fees / duties payable on statutory compliances, creating optimal capital structure post arrangement and combining capital resources which would strengthen financial position of the amalgamated entity. The Petitioner Companies approved the said Scheme by passing the

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Board Resolution in their respective meetings and which are annexed to the respective Company Scheme Petition.

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The Learned Advocate for the Petitioner submits that pursuant to clause 4 of the Scheme the reduction in issued, subscribed and paid up Equity Share Capital of the Transferee Company is integral part of the Scheme. The issued, subscribed and paid up equity share capital of the Transferee Company be reduced from Rs.9,00,000 divided into 90,000 Equity Shares of Rs 10/- to Rs. 1,00,000 divided into 10,000 Equity Shares of Rs 10/each reduced on a proportionate basis of the existing shareholding by cancellation of 80,000 Equity Shares of Rs.10/-each aggregating to Rs 8,00,000. The amount of issued, subscribed and paid up equity share capital of the Transferee Company so reduced shall be credited to ‘Capital Reserve Account’ in the books of the Transferee Company. The Transferee Company has passed Special Resolution for reduction of issued, subscribed and paid up Equity Share Capital at its Extra Ordinary General Meeting held on 9^th day of March, 2013 a copy whereof is annexed as Exhibit “L” to the Company Scheme Petition No.263 of 2013 . The reduction of share capital does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and as mentioned in paragraph 33 the said reduction will not cause any prejudice to the creditors of the Transferee Company and vide order dated 8^th day of March, 2013

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procedure prescribed under section 101(2) of the Companies Act, 1956 has been dispensed with.

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The Learned Advocate 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 undertaking is accepted.

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The Regional Director has filed an Affidavit dated 18^th July, 2013 stating therein that save and except as stated in paragraph 6 of the said Affidavit, it appears that 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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“The Registered office of the 1^st and 2^nd Transferor Companies is situated in the State of Madhya Pradesh. Hence the 1^st and 2^nd Transferor Companies has to file similar petition before the Hon’ble High Court of Madhya Pradesh for approving the said scheme”

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As far as the observation of the Regional Director as stated in paragraph 6 of his affidavit is concerned, the Petitioner Companies through their counsels states that the 1^st and 2^nd Second Transferor Companies has already filed a Petition for obtaining sanction of the High Court of Madhya Pradesh to the proposed

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Scheme of Arrangement and that the said Petition is pending for final hearing before the said court.

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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 submission made by the Petitioner/Transferee Company.

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The Official Liquidator has filed his report dated 28^th June, 2013 in Company Scheme Petition No 262.of 2013 stating therein that the affairs of the Transferor Company have 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, the Company Scheme Petition No.262 of 2013 filed by the Third Transferor Company is made absolute in terms of prayer clauses (a), (b) and (d) and Company Scheme Petition No.263 of 2013 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (d) and (g). The Scheme is sanctioned subject to same being sanctioned by the High Court of Madhya Pradesh at Indore in case of the 1^st and 2^nd Transferor Company.

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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, 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 is directed to file a copy of this order along with a copy of the Scheme of Arrangement 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 Petitioners in both the Company Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioner in the Company Scheme Petition No.262 of 2013 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay towards his cost. Costs to be paid within four weeks from today.

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Petitioner in Company Scheme Petition No.263 of 2013 to publish a notice of registration of order and form of minutes of reduction of capital by Registrar of Companies once each in the two local newspaper, viz, “The Indian Express” in English and translation thereof in ‘Loksatta’ in Marathi language both circulated in Pune and also in the Maharashtra Government Gazette within 14 days of registration.

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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 as Exhibit “M” to the Company Scheme Petition No. 263 of 2013) duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

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(N. M. JAMDAR, J)

Afour Papers Private Limited. v. -----------------------------------------------

Case brief

What is this about?

What did the court decide?

Afour Papers Private Limited. v. -----------------------------------------------

Case brief

What is this about?

What did the court decide?

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