Allowed

Aricent Commercial Services Pvt.Ltd. v. --

Bombay HC4 Oct 2013CSP/546/2013

Case brief

AI extract

What is this about?

The court granted sanction for a Scheme of Arrangement (Amalgamation) between two private limited companies. Finding no opposition and compliance with statutory requirements, the petitions were declared absolute with directions to pay stamp duty and costs.

What did the court decide?

Company Scheme Petition No. 546 of 2013 and No. 547 of 2013 are made absolute. Directions issued for stamp duty, registration, and payment of costs to Petroleum-related authorities and Official Liquid

Aricent Commercial Services Pvt.Ltd. Vs -- — Specific Performance | Bombay HC (2013)

¶1

¶2

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

¶3

ORDINARY ORIGINAL CIVIL JURISDICTION

¶4

COMPANY SCHEME PETITION NO.546 OF 2013. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.451 OF 2013.

¶5

ARICENT COMMERCIAL SERVICES PRIVATE LIMITED

¶6

....Petitioner/ Transferor Company.

¶7

WITH

¶8

COMPANY SCHEME PETITION NO.547 OF 2013. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.452 OF 2013.

¶9

AAA & SONS ENTERPRISES PRIVATE LIMITED

¶10

....Petitioner/ Transferee Company.

¶11

In the matter of the Companies Act 1 of 1956);

¶12

AND

¶13

In the matter of Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956;

¶14

AND

¶15

In the matter of Scheme of Arrangement between ARICENT COMMERCIAL SERVICES PRIVATE LIMITED

¶16

AND

¶17

AAA & SONS ENTERPRISES PRIVATE LIMITED and their respective shareholders and creditors.

¶18

Called for hearing

¶19

Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b Rajesh Shah & Co., Advocate for the Petitioners in both Petitions.

¶20

Mrs. R. N. Sutar, Asstt. Official Liquidator, present in CSP No. 546 of 2013.

¶21

Mr. C. J. Joy with Ms. Neeta Masurkar i/b Dr. H.P.Chaturvedi for Regional Director in both Petitions.

¶22

CORAM: N. M. Jamdar, J.

¶23

DATE : 4^th October, 2013

¶24

PC:

¶25

¶26

Heard learned counsel for the parties. No objector has come before the court to oppose the Scheme and nor any party has controverted any averments made in the Petition.

¶27

The sanction of the Court is sought to a Scheme of Arrangement between ARICENT COMMERCIAL SERVICES PRIVATE LIMITED AND AAA & SONS ENTERPRISES PRIVATE LIMITED and their respective shareholders and creditors, under Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956.

¶28

Learned Counsel for the Petitioners states that the Transferor Company is in the business of consulting and investment activity and Transferee Company is in business of generation of electricity through wind power projects. The proposed scheme of Amalgamation will have the benefit of combining the businesses/objects of the Transferor Company and the Transferee Company and bring under one common umbrella, by way of pooling of common resources, so as to derive benefits of synergy and economies of scale. As the Transferor Company and Transferee Company are having common shareholders forming a single group along with their associates it would be much more desirable to synchronize the activities of the Transferor Company and Transferee Company into a single entity. The Arrangement would facilitate the availability of financial resources, managerial and technical abilities and marketing expertise of the Transferor Company to the Transferee Company.

¶29

¶30

Arrangement would facilitate a better co-ordination and efficient operational and economic control in the conduct of the business of the Transferee 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.

¶31

Learned Advocate for the Petitioner states that, the reduction of the share capital and utilization of the Securities Premium Account of the Petitioner Company is integral part of the Scheme and does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that the interest of the creditors of the Petitioner Company are not affected by such reduction, the provisions of and the procedure prescribed under section 101(2) of the Companies Act, 1956 is not required and was dispensed with vide order dated 21^st June, 2013 passed in CSD No. 452 and in respect of the same the Special Resolutions passed and same are annexed to respective Petitions.

¶32

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.

¶33

¶34

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.

¶35

The Regional Director has filed an Affidavit dated 20/09/2013 stating therein that it appears that the Scheme does not appear to be prejudicial to the interest of shareholders and public.

¶36

The Official Liquidator has filed his report dated 13/09/2013 in Company Scheme Petition No. 546 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.

¶37

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.

¶38

Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 546 of 2013 is made absolute

¶39

¶40

in terms of prayer clauses (a) to (c) and Company Scheme Petition No. 547 of 2013 is made absolute in terms of prayer clauses (a) and (d).

¶41

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.

¶42

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

¶43

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. 546 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.

¶44

Filing and issuance of the drawn up order is dispensed with.

¶45

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.

¶46

(N.M. Jamdar, J.)

Aricent Commercial Services Pvt.Ltd. v. --

Case brief

What is this about?

What did the court decide?

Aricent Commercial 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

Case details

Similar cases

M/S.Labdhi Enterprise Vs M/S.Trio-Chem Sucroctech Engineering and Projects Pvt.Ltd., Cin NO.U74999PN1994PTC084060

M/S. Mahavir Traders Vs M/S. Poona Construction Machinery and Product Private Limited - U26922PN2002PTC01699

M/S Millstores Corporation Vs Sun Earth Ceramics Ltd.

Aaa and Sons Enterprise Pvt.Lt.D Vs --

Gcorp Properties Pvt.Ltd. Vs --

Gcorp Developers Pvt.Ltd. Vs --