Allowed

Yogesh Agencies and Investments Private Limited. v. -----------------------------------------------

Bombay HC13 Aug 2013CSP/501/2013

Case brief

AI extract

What is this about?

This order grants the petitioner leave to amend clause 2.2 of a Scheme of Amalgamation to correct discrepancies regarding authorized share capital. The court found the scheme fair, reasonable, and compliant with the law, making the petition absolute subject to specific directions and payment of costs.

What did the court decide?

Leave to amend clause 2.2 of the Scheme was granted; Scheme Petition made absolute; direction to lodge order for stamp duty; direction to file order with Registrar of Companies; costs of Rs. 10,000 aw

Yogesh Agencies and Investments Private Limited. Vs… — Company and Corporate | 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 501 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO437 OF 2013

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In the matter of the Companies Act, 1956 (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 Cohore Investments Limited

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With

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Yogesh Agencies and Investments Private Limited

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And

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their respective shareholders.

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Yogesh Agencies and Investments Private Limited….Petitioner

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Called for Hearing

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Mr. Hemant Sethi i/b. Hemant Sethi& Co., Advocates for the Petitioner. Mr. C.J Joy with Mr. R.C Master, i/b Mr. H. P. Chaturvedi, for Regional Director in the Company Scheme Petition No 501 of 2013.

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CORAM: N.M.Jamdar J, DATE: 13^th August, 2013

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P.C. :-

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Heard learned Advocate for the party. None appears 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 under Sections 391 to 394of the Companies Act, 1956, to the Scheme of Amalgamation of

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Cohore Investments Limited, the Transferor Company with Yogesh Agencies and Investments Private Limited, the Transferee Company and their respective shareholders.

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The learned Counsel for the Petitioner submits that the Transferor Company is a wholly owned subsidiary of the Petitioner Company and engaged in the business of investments and the Transferor Company is currently in the business of holding Investments. The rationale of the Scheme is to ensure simplification of the group structure, eliminate multi layered holding structure and achieve greater administrative efficiency. The Petitioner Company approved the said Scheme of Amalgamation by passing the Board Resolution which is annexed to the said Company Petition. The learned Counsel further states that Petitioner Company 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 order passed in the said Summons for Directions.

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The learned Counsel appearing on behalf of the Petitioner Company further states that they have complied with all requirements as per directions of this Court and they have filed necessary Affidavits of compliance with this Court. Moreover, Petitioner Company undertakes 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 2^nd August 2013stating therein that save and except as stated in paragraph 6of the said Affidavit, it appears that Scheme is not prejudicial to

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the interest of shareholders and public. In paragraph 6 of the said affidavit it is stated that:

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“ That the Deponent further submits that:-

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Registrar of Companies has reported that the authorized share capital of Transferee Company is not reflected in clause 2.2 of the scheme properly by way of an earlier scheme between the Transferor and Transferee Company the authorized capital of the said transferor Company merged with authorized share capital of Transferee Company and the present authorized share capital is Rs 75,00,000/-. Petitioner Company shall make necessary correction in respect of authorized share capital in clause 2.2 of the Scheme.

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In so far as observations made in paragraph 6 of the Affidavit of the Regional Director is concerned,the learned Counsel appearing for the Petitioner states that clause 2.2 of the Scheme is required to be amended by deleting 1,50,000 Equity Shares and substituting with 4,00,000 Equity shares and deleting Rs. 15,00,000 and substituting with Rs. 40,00,000 as appearing in first column of clause 2.2 of the Scheme relating to Authorised Capital.

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The Learned Counsel for Regional Director on instructions of Mr. Rajesh Dalmiya Deputy Director in the office of the Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai states that they are satisfied and agreed with the amendment which is required to be carried out as mentioned hereinabove.

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Learned Counsel for the Petitioners seeks leave to amend clause 2.2 of the Scheme by deleting 1,50,000 Equity Shares and substituting with 4,00,000 Equity shares and deleting Rs 15,00,000 and substituting with Rs. 40,00,000 as appearing in first column of clause 2.2 of the Scheme relating to Authorised Capital and all consequential amendments in the Scheme, if any.

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In view thereof, leave to amend is granted. The amendment shall be carried out within two weeks from the date of the order.

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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.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.501of 2013is made absolute in terms of prayer clauses (a) subject to compliance by the Transferor Company of all necessary and applicable provisions of law of Cyprus.

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The Petitioner Company to lodge a 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 receipt of the order.

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The Petitioner Company is 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 provisions of the act.

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The Petitioner Company to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai. 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 concerned authorities 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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(N.M.Jamdar, J.)

Yogesh Agencies and Investments Private Limited. v. -----------------------------------------------

Case brief

What is this about?

What did the court decide?

Yogesh Agencies and Investments Private Limited. v. -----------------------------------------------

Case brief

What is this about?

What did the court decide?

What the court decided

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Issues for consideration

Statutes considered

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