Allowed

E-City Digital Cinemas Private Limited v. -------

Bombay HC5 Apr 2013CSP/60/2013

Case brief

AI extract

What is this about?

This judgment sanctions the Scheme of Amalgamation between E-City Digital Cinemas Private Limited and E-City Films (India) Private Limited under Sections 391-394 of the Companies Act, 1956. The court accepted undertakings regarding name changes and accounting reserves after finding the scheme fair and reasonable.

What did the court decide?

Company Scheme Petition No. 60 of 2013 is made absolute; direction to file order with Registrar of Companies; payment of costs.

E-City Digital Cinemas Private Limited Vs ------- — Specific Performance | Bombay HC (2013)

¶1

IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

¶2

COMPANY SCHEME PETITION NO 60 OF 2013

¶3

CONNECTED WITH

¶4

COMPANY SUMMONS FOR DIRECTION NO 10 OF 2013

¶5

E-CITY DIGITAL CINEMAS PRIVATE LIMITED

¶6

…………Petitioner / Transferor Company

¶7

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

¶8

AND

¶9

In the matter of Sections 391 to 394 of the Companies Act, 1956;

¶10

AND

¶11

In the matter of Scheme of Amalgamation OF E-City Digital Cinemas Private Limited (‘the Transferor Company’)

¶12

WITH

¶13

E-City Films (India) Private Limited (‘the Transferee Company’)

¶14

AND

¶15

their respective Shareholders

¶16

Called for Hearing

¶17

Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., for the Petitioners

¶18

Mrs. R.N.Sutar, Asst. Official Liquidator present.

¶19

Mr. H.V Mehta , i/b H.P Chaturvedi for Regional Director

¶20

CORAM: Ranjit More, J.

¶21

DATE: 5^th April, 2013

¶22

P.C. :-

¶23

Heard learned counsels 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.

¶24

¶25

The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of E- City Digital Cinemas Private Limited, the Transferor Company, with E-City Films (India) Private Limited, the Transferee Company, and their respective shareholders.

¶26

Learned counsels for the Petitioner states that the Petitioner in Company Scheme Petition No. 60 of 2013 was incorporated with the object to deliver the content of films in digitised form to cinema theatres for exhibition. Further the learned advocate states that the Transferee Company is engaged in the distribution of films and syndication of quality film software. He further states that the Petitioner Company is a wholly owned subsidiary of E-City Films (India) Private Limited, the Transferee Company. The management considered to consolidate the two companies with an objective to ease management and control efficiencies, reduction of cost, deriving consolidation synergies efficient management control systems, reduction in number of companies etc. The Petitioner Company approved the said Scheme by passing the Board Resolution which is annexed to the respective Company Scheme Petition.

¶27

The learned counsel for the Petitioner further states that the Petitioner company has 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.

¶28

The learned counsel appearing on behalf of the Petitioner Company submits that by an order passed in the court on 18^th January, 2013 in Company Summons for Direction No. 10 of 2013, the filing of separate Company Summons for Direction and Company Scheme Petition in relation to the proposed Scheme by the Transferee Company, E-City Films (India) Private Limited was dispensed with as Transferee Company is 100%

¶29

¶30

holding Company of the Transferor Company and in view of the Judgment passed by this Court in Mahaamba Investments Limited Versus IDI Limited (2001) 105 Company Cases (pages 16 to 18).

¶31

The learned counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Hon’ble Court and it has filed necessary affidavits of compliance in the Hon’ble 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.

¶32

The Regional Director has filed an Affidavit dated 15/03/2013 stating therein that save and except as stated in paragraphs 6(a) & (b) of the said affidavit, it appears that Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit it is stated that:

¶33

“That the Deponent further submits that:-

¶34

(a) Clause 7 of the scheme states that the name of the Transferee Company is proposed to be changed to “ECity Digital Cinemas Private Limited” or such other name as may be approved by the Registrar of Companies, Mumbai. In this connection Transferee Company may be directed to comply with the provisions of section 21/23 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies since under the computerized MCA 21 System of allotting the names, it is systematically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai.

¶35

(b) Clause 6.1 (d) of the Scheme states that the excess of the Net Assets Value of the Transferor company transferred to the Transferee Company, would be credited to the ‘General Reserve Account’ of the

¶36

¶37

Transferee Company. In this regard, it is suggested that the Excess value arising out of this Scheme of Amalgamation, is not a Free Reserve as per Section 2(29A) of the Companies Act, 1956 in as much as such Reserve is arising out of transfer of Capital Assets and not arising out of Profit of the Company. Hence, such Reserve shall be credited to Capital Reserve Account of the Transferee Company.”

¶38

As far as the observations made in paragraph 6(a) of the Affidavit of the Regional Director is concerned, the Petitioner Company through their Counsel undertakes to comply with provisions of section 21/23 of the Companies Act 1956, in respect of filing of necessary forms with the Registrar of Companies for name change of the Transferee Company to “ECity Digital Cinemas Private Limited” subject to the availability of the same at the time of filing of such application before the Registrar of Companies. The said undertaking is accepted.

¶39

As far as the observations made in paragraph 6(b) of the Affidavit of the Regional Director is concerned, the Petitioner Company through their Counsel undertakes that Reserve arising out of the scheme shall be transferred to the Capital Reserve Account in the books of Transferee Company.

¶40

The Learned Counsel for Regional Director on instructions of Mr. M. Chandanamuthu, Joint Director in the office of the Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai states that they are satisfied with the undertaking given by the Advocate for the Petitioner Companies. The said undertaking is accepted.

¶41

The Official Liquidator has filed his report dated 26/03/2013 in Company Scheme Petition No. 60 of 2013 stating therein that the affairs of the Transferor Company have been conducted in a

¶42

¶43

proper manner and that the Transferor Company may be ordered to be dissolved by this Court.

¶44

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.

¶45

Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 60 of 2013 filed by the Transferor Company is made absolute in terms of prayer clauses (a), (c) and (d).

¶46

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.

¶47

Petitioner is 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 relevant provisions of law.

¶48

The Petitioner in the Company Scheme Petition No. 60 of 2013 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today.

¶49

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

¶50

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.

¶51

(Ranjit More, J)

E-City Digital Cinemas Private Limited v. -------

Case brief

What is this about?

What did the court decide?

E-City Digital Cinemas Private Limited v. -------

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Cases cited

Statutes considered

Parties & counsel

Coram

Case details

Similar cases

The Official Liquidator of M/S. Vishuddha Rasayanee Private Limited. Vs . Mr. Kanegaonkar R. Gajanan and Other Four

Thakurdas Rohira (Party in Person) and Anr. Vs Terrain Infrastrucre Pvt.Ltd.

Mahindra Logistics Ltd. Vs Nitco Tiles Ltd.

Hsbc Investdirect Academy Vs -

Iifl (Thane) Private Ltd. Vs ------

Reliance Clean Energy Private Ltd. Vs ---