The High Court sanctioned a scheme of amalgamation involving Remi Cool Fans Limited, Remi Engineering Fans Limited, and Remi Fans Limited under the Companies Act, 1956 after finding statutory compliances met and no objections raised.
Company Scheme Petitions were made absolute; Petitioners directed to pay costs and file the Scheme with authorities.
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. 40 OF 2013. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 878 OF 2012.
REMI COOL FANS LIMITED,
....Petitioner/ First Transferor Company.
AND
COMPANY SCHEME PETITION NO. 41 OF 2013. CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO. 879 OF 2012.
REMI ENGINEERING FANS LIMITED,
....Petitioner/ Second Transferor Company.
WITH
COMPANY SCHEME PETITION NO. 42 OF 2013.
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO. 880 OF 2012.
REMI FANS 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 REMI COOL FANS LIMITED, the First Transferor Company
AND
REMI ENGINEERING FANS LIMITED, the Second Transferor Company
WITH
REMI FANS LIMITED, the Transferee Company
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Called for hearing
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.
CORAM: Ranjit More, J.
DATE : 3rd May, 2013
PC:
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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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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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Company Scheme Petition No. 42 of 2013 is made absolute in terms of prayer clauses (a) and (c).
(Ranjit More, J.)
1 issue framed by the court
Whether the scheme of amalgamation satisfies the requirements of Sections 391 to 394 of the Companies Act, 1956 and is fair and reasonable.
1 provisions across 1 enactments
Remi Cool Fans Limited
Remi Engineering Fans Limited
Remi Fans Limited
Ranjit More
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
