Allowed

Runwal Estates Pvt.Ltd. v. ---

Bombay HC23 Aug 2013CSP/289/2013

Case brief

AI extract

What is this about?

The single-judge bench observed that the scheme of amalgamation was fair, reasonable, and not prejudicial to any interest. With no objections raised and statutory compliances fulfilled, the court made the petitions absolute and directed registration with authorities.

What did the court decide?

The petitions were made absolute, sanctioning the Scheme of Amalgamation, and the companies were directed to comply with registration and stamp duty formalities.

Runwal Estates Pvt.Ltd. Vs --- — Arbitration | Bombay HC (2013)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME FOR PETITION NO. 289 of 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 692 of 2012

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Runwal Estates Private Limited

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……….. Petitioner/ The First Transferor Company.

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And

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COMPANY SCHEME FOR PETITION NO. 290 of 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 693 of 2012

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Runwal Housing Private Limited

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……….. Petitioner/ The Second Transferor Company.

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With

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COMPANY SCHEME FOR PETITION NO. 291 of 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 694 of 2012

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Runwal Developers Private Limited

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……….. Petitioner/ The Transferee Company.

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In the matter of Companies Act, 1956

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And

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In the matter of Section 391 & 394

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of the Companies Act, 1956

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And

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In the matter of Scheme of Amalgamation between

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Runwal Estates Private Limited and its members

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And

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Runwal Housing Private Limited and

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its members

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With

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Runwal Developers Private Limited and its members

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Called for Hearing

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Mrs. Shaila Pathak, i/b M/s Pathak Associates, Advocates for the Petitioners in all the Peition.

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Mr. C. J. Joy with Mr. Afroz Shah i/b Mr. H. P. Chaturvedi, Advocate for Regional Director in all the Petitions.

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Mrs. R. N. Sutar, Assistant Official Liquidator, Advocate for Assistant Official Liquidator in Company Scheme Petition Nos. 289 of 2013 and 290 of 2013.

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DATE: 23^rd August, 2013

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PC:

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Heard learned Advocates for the Petitioner. No objections have come before the Court to oppose the Scheme and nor any party has contravened the 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 a Scheme of Amalgamation between Runwal Estates Private Limited and its members and Runwal Housing Private Limited and its members with Runwal Developers Private Limited and its members.

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The First Transferor Company, Runwal Estates Private Limited is engaged in the business of builders, constructors, engineers and contractors, decorators, designers, architects, planners, surveyors, estimates, building and construction consultants, researchers, experts and advisers. The Second Transferor Company, Runwal Housing Private Limited in addition of the businesses carried out by the First Transferor Company is also engaged in the business of purchase, take on lease or in exchange, hire or otherwise acquire, transfer and deal in any lands and buildings and any estate or interest connected with any such lands and buildings and to develop and turn to account and such land, building, estate or any interest and rights therein or in which the Company is

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interested and in particular by laying out and preparing the same for building purposes. The Transferee Company, Runwal Developers Private Limited is engaged in the business of construction of residential houses, malls and shopping complexes.

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The learned counsel for the petitioner states that the scheme is beneficial to all the petitioner companies as per the scheme that it is advantageous to combine the activities and operations in a single Company. The amalgamation would provide synergistic linkages besides economics in cost by combining the total business functions and the related activities and operations and thus, contribute to the profitability of the transferee Company. As all the Petitioner Companies have common shareholders of a single family and their associates and therefore it would be more desirable to synchronize the activities of all the Petitioner Companies into a single entity.

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Consequent to amalgamation, the transferee Company will have greater flexibility to meet market and customer needs and will be able to compete more effectively thereby strengthening its market position. The scheme is commercially and economically viable and feasible and is in fact fair and reasonable. The combined resources of the transferee Company will be conducive to enhance its capabilities to face competition in the market place. The amalgamation under the scheme will be conducive to better and more efficient and economical control and conduct of the Companies. The benefits of financial resources, managerial, technical, distribution and marketing expertise would be available for the mutual benefit of all the petitioner Companies. The amalgamation would result into pooling of the human talents in terms of manpower, management, administration, marketing and combined capital resources would strengthen the financial position of the transferee Company and result in increasing the leveraging capacity of the merged entity. A larger and growing Company will mean enhanced financial and growth prospects for the people and organizations connected with the Companies. Therefore it is in the interest of the members of the petitioners Companies that such merger may unlock the shareholder value.

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The petitioner Companies have approved the said scheme by passing the Board resolution in their respective meetings and which are annexed to the respective Company Scheme Petitions.

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The learned counsel for the petitioner’s states that the petitioner Companies have complied with the directions passed in the Company Summons for Directions and that the scheme petitions have been filed in consonance with the orders passed in the respective Company Summons for Directions.

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The Learned Advocate appearing on behalf of the Petitioners has stated that the Petitioner Companies have complied with all requirements as per the directions of this court and they have filed necessary Affidavits of Compliance in the Court. Moreover, the 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 given by petitioner companies are accepted.

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The Regional Director has filed an Affidavit on 28^th June, 2013 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 on 25^th July, 2013 in Company Scheme Petition Nos. 289 of 2013 and 290 of 2013 stating therein 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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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 have come forward to oppose the Scheme.

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Since all requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 289 of 2013, 290 of 2013 and 291 of 2013 filed by the Petitioner Companies is made absolute in terms of prayer clauses (a) to (f) of the said 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 (O.S), Bombay, with the concerned Superintendent of Stamps for 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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The petitioner Companies are directed to file a copy of order along with the 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 the relevant provisions of Law.

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The Petitioners in all the Company Scheme Petitions to pay costs of INR 10,000/- each, to the Regional Director, Western Region, Mumbai. The Petitioners in the Company Scheme Petition Nos. 289 of 2013 and 290 of 2013 to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of 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 Scheme attached thereto, duly authenticated by the Company Registrar, High Court (O.S), Bombay.

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(N. M. Jamdar, J)

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Runwal Estates Pvt.Ltd. v. ---

Case brief

What is this about?

What did the court decide?

Runwal Estates 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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