Allowed

A-One Telecom Services Pvt.Ltd. v. ---

Bombay HC23 Aug 2013CSP/322/2013

Case brief

AI extract

What is this about?

The Bombay High Court granted absolute sanction to multiple petitions under Sections 391 and 394 of the Companies Act, 1956 for the amalgamation of six transferor companies with Shreenathji Krupa Project Ventures Private Limited. The court found the scheme fair, reasonable, and compliant with statutory requirements after no objection was raised.

What did the court decide?

Petitions for sanction of Scheme of Amalgamation held absolute; respondents directed to register scheme with ROC and pay stamp duty; costs awarded to Regional Director and Official Liquidator.

A-One Telecom Services Pvt.Ltd. Vs --- — Specific Performance | 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 PETITION NO. 322 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 114 OF 2013 A-One Telecom Services Private Limited

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…. Petitioner Company/Transferor Company

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COMPANY SCHEME PETITION NO. 323 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 115 OF 2013 Blackstone Resources Private Limited

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…. Petitioner Company/Transferor Company COMPANY SCHEME PETITION NO. 324 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 117 OF 2013 Onetel Communication Private Limited

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…. Petitioner Company/Transferor Company

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COMPANY SCHEME PETITION NO. 325 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 118 OF 2013 Solaris Software Private Limited

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…. Petitioner Company/Transferor Company COMPANY SCHEME PETITION NO. 326 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 116 OF 2013 International Convention Centre Constructions Private Limited

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…. Petitioner Company/Transferor Company

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COMPANY SCHEME PETITION NO. 327 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 119 OF 2013 Shreenathji Krupa Project Ventures Private Limited

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…. Petitioner Company/Transferee Company

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IN THE MATTER OF COMPANIES

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ACT, 1956

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AND

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IN THE MATTER OF SECTION 391 & 394 OF THE COMPANIES ACT, 1956;

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AND

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IN THE MATTER OF SCHEME OF AMALGAMATION OF A-ONE

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TELECOM SERVICES PRIVATE LIMITED

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AND

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BLACKSTONE RESOURCES PRIVATE

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LIMITED

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AND

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ONETEL COMMUNICATION PRIVATE

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LIMITED

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AND

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SOLARIS SOFTWARE PRIVATE LIMITED

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AND

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INTERNATIONAL CONVENTION CENTRE CONSTRUCTIONS PRIVATE LIMITED

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WITH

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SHREENATHJI KRUPA PROJECT VENTURES PRIVATE LIMITED

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AND

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THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

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Called For Hearing

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Mr. Nayan Rawal with Mr. Sachin Mhaske i/b Nayan Rawal, Advocate for the Petitioner in all Petitions

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Mrs. Jyothsna Pandhi with Mr. R. Ashokan i/b Mr. H.P. Chaturvedi, for Regional Director in all the Petitions.

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Mrs. R.N. Suttar, Asst. Official Liquidator present in Company Scheme Petition No. 322 of 2013, 323 of 2013, 324 of 2013, 325 of 2013 & 326 of 2013.

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Coram : N.M. JAMDAR, J.

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Date :23^rd August, 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 Petition and nor any party has contravened averments made in the Petition.

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The sanction of the Court is sought to a Scheme of Amalgamation of A-One Telecom Services Private Limited, Blackstone Resources Private Limited, Onetel Communication Private Limited, Solaris Software Private Limited, International Convention Centre Constructions Private Limited, Transferor Companies with Shreenathji Krupa Project Ventures Private Limited, Transferee Company and their Respective Shareholders and Creditors, under Sections 391 to 394 of the Companies Act, 1956.

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Learned Counsel for the Petitioners states that the Petitioner Companies A-One Telecom Services Private Limited and Onetel Communication Private Limited are in the business of trading of of Electronic & Telecom equipments viz basic telephone services, cellular telephone services namely: electronic mail services, voice mail services, data communication services, paging services, multimedia services and other value added services, Blackstone Resources Private Limited are in the business of providing management consultancy on client request basis, in various fields’ such as general administrative, commercial legal, economic, labour, industrial and public relations, scientific technical, direct, and indirect taxation and other levies, statistical, accountancy, quality control and data processing, trading of Electronic & Telecom

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equipments, and Solaris Software Private Limited and International Convention Centre Construction Private Limited are in business of Fabric goods and own management consultancy projects in the field of technical services, and The Petitioner/Transferee Company Shreenathji Krupa Project Ventures Private Limited are in business of generation of electricity through wind energy. The proposed Scheme of Amalgamation will have the benefit of reduction of administrative and other cost financial strength, managerial & operational efficiency to the amalgamated entity.

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The Transferor Company and Transferee Company have approved the said Scheme of Amalgamation by passing the Board Resolution which are annexed to the respective Company Scheme Petitions.

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The learned Counsel for the Petitioner further states that, Petitioners companies have complied with all the directions passed in Company Summons for Direction and that the Company Scheme Petition have been filed in consonance with the orders passed in respective Company 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

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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 thereunder. The said undertaking given by the petitioner companies are accepted.

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The Official Liquidator has filed his report on 18^th July, 2013 in Company Scheme Petition Nos. 322 of 2013, 323 of 2013, 324 of 2013, 325 of 2013 and 326 of 2013 stating that the affairs of the Transferor Companies has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved.

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The Regional Director has filed an Affidavit filed on 14^th August, 2013 stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public.

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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 No. 322 of 2013, 323 of 2013, 324 of 2013, 325 of 2013, 326 of 2013 and 327 of 2013 is made absolute in terms of prayer clauses (a).

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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.

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The Petitioners in all the Petitions to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai, and the Petitioners in the Company Scheme Petition Nos. 322 of 2013, 323 of 2013, 324 of 2013, 325 of 2013, 326 of 2013 to pay cost of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the order.

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The Transferee Company to lodge 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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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 alongwith Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

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( N. M. JAMDAR. J)

A-One Telecom Services Pvt.Ltd. v. ---

Case brief

What is this about?

What did the court decide?

A-One Telecom Services 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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