The Bombay High Court sanctioned a Scheme of Amalgamation under Sections 391-394 of the Companies Act, 1956, involving three transferor companies and one transferee company. The Court found the scheme fair, reasonable, and compliant with statutory requirements.
Company Scheme Petitions No. 351, 352, 353, and 354 of 2013 were made absolute.
This page shows the compact analysis of this judgement. The full analysis — procedural history, issue-by-issue holdings with ratio and obiter, advocates, and paragraph-level evidence for every claim — is being added to the record in batches and will appear here when this judgement has been through it.
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IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY SCHEME PETITION NO. 351 OF 2013. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 282 OF 2013.
AKASH CLEANERS PRIVATE LIMITED
.....Petitioner/First Transferor Company
AND
COMPANY SCHEME PETITION NO. 352 OF 2013 CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO. 283 OF 2013
DIAMOND FABCARE PRIVATE LIMITED
.....Petitioner/ Second Transferor Company
AND
COMPANY SCHEME PETITION NO. 353 OF 2013 CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO. 284 OF 2013
FAB CLEAN & CARE PRIVATE LIMITED
.....Petitioner/ Third Transferor Company.
WITH
COMPANY SCHEME PETITION NO. 354 OF 2013
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO. 285 OF 2013
JYOTHY FABRICARE SERVICES LIMITED
.....Petitioner/ Transferee Company.
In the matter of the Companies Act, 1 of 1956;
AND
In the matter of Sections 391 to 394 of the Companies Act, 1956;
AND
In the matter of Scheme of Amalgamation of AKASH CLEANERS PRIVATE LIMITED,(the First Transferor Company)
AND
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DIAMOND FABCARE PRIVATE LIMITED, (the Second Transferor Company)
AND
FAB CLEAN & CARE PRIVATE LIMITED, (the Third Transferor Company )
WITH
JYOTHY FABRICARE SERVICES LIMITED, (the Transferee Company)
Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b M/s Rajesh Shah & Co., Advocates for the Petitioners in all the Petition. Mr. A. R. Verma, i/b H.P. Chaturvedi for Regional Director in all the Petitions.
Mrs. R.N.Sutar, Asst. Official Liquidator, present in CSP No. 351 to 353 OF 2013.
CORAM: N.M.Jamdar,J
DATE: 16th August, 2013
PC:
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branches, franchises and to establish, own, run, promote, conduct, business, install and maintain plants, factories, collection centers, shops, agencies, franchisees, in India or abroad for abroad for dry-cleaning, laundry, ironing, repairing or otherwise servicing all kinds of costumes, made-up, garments, fabrics and the Third Transferor Company is engaged in the business of owning, operating, maintaining, managing, leasing of Laundromats, garment dry cleaning and mending units and the Transferee Company is engaged in the business of electric, steam and general laundry and to wash, clean, purify, scour, bleach, dry-clean, starch, darn, calendar, wring, dry, iron, color, dye, disinfect, polish, mothproof, renovate, prepare for use of all articles of wearing apparel, clothes. The main benefits of the proposed Scheme of Amalgamation is that the Transferor Companies are wholly owned subsidiaries of the Transferee Company and are in similar line of business as the Transferee Company. The Transferee Company acquired the shares of the First Transferor Company and the Second Transferor Company on 1st April 2011 and acquired the shares of the Third Transferor Company on 8th June 2011. The amalgamation would enable the Transferee Company to carry on and conduct its business more efficiently and advantageously with better economies of scale, more productive and optimum utilization of various resources, strengthen its financial position and ability to raise resources for conducting business, achieve synergies in
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business activities, further development and growth of the business, stronger capital base for future expansion / growth and to eliminate unnecessary duplication of costs. The transferor and transferee companies has approved the said Scheme of Amalgamation by passing the Board Resolutions which are annexed to the respective Company Scheme Petitions
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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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Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order.
(N.M.Jamdar, J.)
1 issue framed by the court
Whether the proposed Scheme of Amalgamation of four companies should be sanctioned by the Court.
1 provisions across 1 enactments
Akash Cleaners Private Limited
Diamond Fabcare Private Limited
Fab Clean & Care Private Limited
Jyothy Fabricare Services Limited
N.M. Jamdar
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
