Allowed

Remi Engineering Fans Limited v. -----------------

Bombay HC3 May 2013CSP/41/2013

Case brief

AI extract

What is this about?

The High Court sanctioned a Scheme of Amalgamation between two transferor companies and a transferee company under Section 391-394 of the Companies Act, 1956, finding the scheme fair, compliant, and not prejudicial to shareholders or the public, making the petitions absolute.

What did the court decide?

Company Scheme Petitions as per respective prayers were made absolute; directions regarding stamp duty, ROC filing, and costs were issued.

Remi Engineering Fans 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. 40 OF 2013. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 878 OF 2012.

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REMI COOL FANS LIMITED,

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....Petitioner/ First Transferor Company.

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AND

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COMPANY SCHEME PETITION NO. 41 OF 2013. CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 879 OF 2012.

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REMI ENGINEERING FANS LIMITED,

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....Petitioner/ Second Transferor Company.

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WITH

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COMPANY SCHEME PETITION NO. 42 OF 2013.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 880 OF 2012.

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REMI FANS LIMITED,

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....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 REMI COOL FANS LIMITED, the First Transferor Company

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AND

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REMI ENGINEERING FANS LIMITED, the Second Transferor Company

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WITH

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REMI FANS LIMITED, the Transferee Company

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Called for hearing

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Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b Rajesh Shah & Co., Advocate for the Petitioners in all Petitions. Mrs. R. N. Sutar, Asstt. Official Liquidator, present in CSP Nos. 40 of 2013 and 41 of 2013 Mrs. S.V. Bharucha, i/b Mr. H. P. Chaturvedi for Regional Director in all the Petitions.

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CORAM: Ranjit More, J.

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DATE : 3^rd May, 2013

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PC:

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Heard counsel for the parties.

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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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Learned Counsel for the Petitioners states that the Petitioner in Company Scheme Petition No.40 of 2013 is presently engaged in Mechanical, Electrical and Structural Engineers and to establish and run workshops, factories and plants to undertake and execute mechanical, electrical and structural jobs for manufacture, fabrication and erection of Industrial mixing machines, plants, workshops and structures and Company Scheme Petition No.41 of 2013 is presently engaged in manufacture, import, export, buy, sell, deal in, let on hire or hire purchase system, machinery, tools equipment, accessories, instruments ,apparatus, requisites and all kinds of electrical goods such as fans, electric motors, transformers, starters, switches and Company Scheme Petition No.42 of 2013

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is presently engaged in manufacture, buy, sell, import, export or deal in scientific, medical, laboratory, industrial, domestic and Electronic instruments, appliances and apparatus. The proposed scheme of Arrangement will have the benefit of consolidation of the businesses and lead to synergies in operation and create a stronger financial base. The Transferor Companies and Transferee Company had approved the said Scheme of Arrangement by passing the Board Resolutions which are annexed to the respective Company Scheme Petitions. The learned Advocate 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 Summons for Directions.

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The sanction of the Court is sought to a Scheme of Amalgamation of REMI COOL FANS LIMITED, the First Transferor Company and REMI ENGINEERING FANS LIMITED, the Second Transferor Company with REMI FANS LIMITED, the Transferee Company, under Sections 391 to 394 of the Companies Act, 1956.

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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

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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 is accepted.

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The Official Liquidator has filed his report dated 22/04/2013 in Company Scheme Petition Nos. 40 of 2013 and 41 of 2013 stating that the affairs of the Transferor Companies has 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 22^nd February, 2013 stating therein that it appears 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 Nos. 40 of 2013 and 41 of 2013 are made absolute in terms of prayer clauses (a), (b) and (d) and

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Company Scheme Petition No. 42 of 2013 is made absolute in terms of prayer clauses (a) and (c).

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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 the order.

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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 relevant provision of the Act.

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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, High Court, Bombay and the Petitioners in the Company Scheme Petition Nos. 40 of 2013 and 41 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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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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(Ranjit More, J.)

Remi Engineering Fans Limited v. -----------------

Case brief

What is this about?

What did the court decide?

Remi Engineering Fans Limited v. -----------------

Case brief

What is this about?

What did the court decide?

What the court decided

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Statutes considered

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