Allowed

Aurionpro Solutions Limited v. --------------

Bombay HC18 Apr 2013CSP/54/2013

Case brief

AI extract

What is this about?

The Bombay High Court sanctioned a scheme of amalgamation between SEEINFOBIZ PRIVATE LIMITED (Transferor) and AURIONPRO SOLUTIONS LIMITED (Transferee) under Sections 391-394 of the Companies Act, 1956. Noting compliance with statutory requirements and absence of opposition, the court made the scheme petitions absolute.

What did the court decide?

Company Scheme Petition No. 53 of 2013 and No. 54 of 2013 were made absolute; directions were issued regarding payment of stamp duty, adjudication, and filing forms with the Registrar of Companies.

Aurionpro Solutions Limited 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.53 OF 2013. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.816 OF 2012.

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SEEINFOBIZ PRIVATE LIMITED

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....Petitioner/ Transferor Company.

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WITH

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COMPANY SCHEME PETITION NO.54 OF 2013. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.817 OF 2012.

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AURIONPRO SOLUTIONS LIMITED

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....Petitioner/ the Transferee Company.

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In the matter of the Companies Act of 1956;

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AND

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In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of SEEINFOBIZ PRIVATE LIMITED

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WITH

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AURIONPRO SOLUTIONS LIMITED

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Called for hearing & Final Disposal

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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. 53 of 2013.

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Mr. Jyotsna Pandhi i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions.

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CORAM: Ranjit More, J. DATE : 18^th April, 2013

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PC:

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Heard 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 SEEINFOBIZ PRIVATE LIMITED, the Transferor Company with AURIONPRO SOLUTIONS LIMITED, the Transferee Company, under Sections 391 to 394 of the Companies Act, 1956.

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Learned Counsel for the Petitioners states that the Transferor Company and Transferee are in the business of rendering technical and professional services in the field of business intelligence solutions, e-Business solutions, Enterprise Application Integration (EAI) wireless applications and providing software solutions, a combination of domain knowledge and technical expertise, and IT outsourcing services to the Banking & Financial services Industry and Technological Companies respectively. The proposed scheme of Amalgamation will have the benefit of Greater efficiency in cash management of the amalgamated entity, and unfettered access to cash flow generated by the combined business which can be deployed

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more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value. The transferor Company and transferee company both approved the said Scheme of Amalgamation 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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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 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 10/04/2013 in Company Scheme Petition No. 53 of 2013 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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The Regional Director has filed an Affidavit dated 20/03/2013 stating therein 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 No. 53 of 2013 is made absolute in terms of prayer clauses (a), (b) and (d) and Company Scheme Petition No. 54 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 provision of the Companies Act.

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The Petitioners in both the Petitions to pay costs of Rs.10,000/each to the Regional Director, Western Region, Mumbai, and the Petitioners in the Company Scheme Petition No. 53 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.)

Aurionpro Solutions Limited v. --------------

Case brief

What is this about?

What did the court decide?

Aurionpro Solutions Limited v. --------------

Case brief

What is this about?

What did the court decide?

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