Allowed

Adventity Financial Services Pvt.Ltd. v. --

Bombay HC6 Sept 2013CSP/464/2013

Case brief

AI extract

What is this about?

The Bombay High Court granted sanction to a scheme of amalgamation between Adventity Financial Services Private Limited and Adventity Global Services Private Limited under the Companies Act, 1956, after finding no opposition and fulfillment of statutory compliances.

What did the court decide?

Company Scheme Petitions made absolute; directive to file authenticated Scheme with Registrar of Companies and pay costs.

Adventity Financial Services Pvt.Ltd. Vs -- — Specific Performance | 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.464 OF 2013. CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.377 OF 2013.

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ADVENTITY FINANCIAL SERVICES PRIVATE LIMITED

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....Petitioner/ Transferor Company.

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WITH COMPANY SCHEME PETITION NO.465 OF 2013.

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CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.378 OF 2013.

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ADVENTITY GLOBAL SERVICES PRIVATE 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 ADVENTITY FINANCIAL SERVICES PRIVATE LIMITED

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WITH

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ADVENTITY GLOBAL SERVICES PRIVATE LIMITED.

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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 both Petitions.

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Mrs. R. N. Sutar, Asstt. Official Liquidator, present in CSP No. 464 of 2013.

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Ms. Meeta Masurkar i/b Dr. H.P.Chaturvedi for Regional Director in both Petitions.

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CORAM: N. M. Jamdar, J.

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DATE : 6^th September, 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 Scheme and nor any party has contravened any averments made in the Petition.

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The sanction of the Court is sought to a scheme of Amalgamation of ADVENTITY FINANCIAL SERVICES PRIVATE LIMITED with ADVENTITY GLOBAL SERVICES PRIVATE LIMITED, under Sections 391 to 394 of the Companies Act, 1956.

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Learned Counsel for the Petitioners states that the Transferor Company is in the business of providing all types of voice based call centre services, Knowledge Process Outsourcing, Business process outsourcing, consulting including management consulting, training software support and development and marketing of outsourcing services and Transferee Company is in business of Call Centre. The proposed scheme of Amalgamation will have the benefit of the combined the activities and operations in a single Company. The amalgamation would provide synergistic linkages besides economies in costs by combining the total business functions and the related activities and operations and thus contribute to the profitability of the amalgamated Company. The amalgamated Company will have the benefit of the combined assets and cash flows of the two companies. The combined resources of the amalgamated company will be conducive to enhance its capability to face competition in the market place more effectively. A larger and growing Company will mean

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enhanced financial and growth prospects for the people and organizations connected with the Company. The transferor and transferee company 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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The learned Advocate for the Petitioners further states that, Petitioner Companies have complied with all the directions passed in Company Summons for Directions and that the Company Scheme Petitions have been filed in consonance with the orders passed in respective Company Summons for Directions and seeks sanction to the said proposed Scheme of Amalgamation.

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The learned counsel appearing on behalf of the Petitioners have stated that the Transferor Companies and the Transferee Company have complied with all requirements as per directions of this Court and they 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 there under. The said undertaking is accepted.

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The Regional Director has filed an Affidavit dated 30^th August, 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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The Official Liquidator has filed his report dated 14/08/2013 in Company Scheme Petition No. 464 of 2012 stating that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company 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 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. 464 of 2013 is made absolute in terms of prayer clauses (a), (b) and (d) and Company Scheme Petition No. 465 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 along with a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to

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physical copy as per the relevant provisions of the Companies Act, 1956.

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The Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in the Company Scheme Petition No. 464 of 2013 to pay cost of Rs 10,000/- each 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.

Adventity Financial Services Pvt.Ltd. v. --

Case brief

What is this about?

What did the court decide?

Adventity Financial 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

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