Allowed

Blue Star Design and Engineering Limited v. -----------------

Bombay HC15 Mar 2013CSP/61/2013

Case brief

AI extract

What is this about?

The High Court of Bombay sanctioned the scheme of amalgamation between Synergy Realtors And Services Private Limited (Transferor) and Blue Star Design & Engineering Limited (Transferee), made the petition absolute, and directed compliance with Section 94/97 regarding authorized share capital and filing necessary forms with the Registrar.

What did the court decide?

The Company Scheme Petition was made absolute, sanctioning the amalgamation, subject to the Punjab and Haryana High Court's approval for the Transferor Company. The Petitioner was directed to file the

Blue Star Design and Engineering Limited Vs… — Company and Corporate | Bombay HC (2013)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICITON

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COMPANY SCHEME PETITION NO 61 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTIONS NO 3 OF 2013

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

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And

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In the matter of Scheme of Amalgamation of Synergy Realtors And Services Private Limited with Blue Star Design & Engineering Limited.

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Blue Star Design & Engineering Limited

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………….Petitioner/Transferee Company

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Called for Hearing

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Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Petitioners in all the Petitions.

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Mr. C.J. Joy with Mr. D.P Singh i/b Dr. T.C. Kaushik for Regional Director

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Coram: RANJIT MORE, J

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Date: 15^TH MARCH 2013

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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 under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Synergy Realtors And Services Private Limited with Blue Star Design & Engineering Limited and their respective shareholders.

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Learned advocate for the Petitioners states that the Petitioner was incorporated with the object of carrying on the business of mechanical engineers, civil engineers, structural engineers, automobile engineers, electrical, electronic, computer and/or software engineers, textile

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engineers, marine engineers, agricultural engineers, aeronautical engineers, aviation engineers, chemical engineers and engineers and consultants in all branches of work. The rationale for the Scheme is that the facilities available with the Transferor Company and the Petitioner Company could be pooled together and the amalgamated company will be able to exploit the facilities available as one single unit for the benefit of the amalgamated company. Significant efficiencies, including reduction of overheads, administrative, managerial and other expenditure, and optimal utilization of various resources. The Petitioner Company approved the said Scheme by passing the Board Resolution which is annexed to the Company Scheme Petition.

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The learned Advocate for the Petitioner further states that, Petitioner company has complied with all the directions passed in Company Summons for Direction and that the Company Scheme Petition has been filed in consonance with the orders passed in respective Summons for Directions.

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The learned counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioner Company 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 28^th February 2013 stating therein that save and except as stated in paragraph 6(a) and (b) of the said Affidavit, it appears that the Scheme is not prejudicial to 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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(a) The Registered office of the Company is situated in the State of Haryana. Hence sanctioning of the scheme of Amalgamation will be subject to obtaining similar approval from Hon’ble High Court of Haryana, Punjab and Chandigarh with respect to Transferor Company .

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(b) Clause 10.3 of the scheme states that, BSDEL may increase the Authorised share capital to the extent required so as to enable it to issue Preference Shares to the Shareholders of SRSPL in consideration of this scheme of Amalgamation. In this connection the Transferee Company may be directed to comply with provisions of section 94/97 read with Schedule –X of the Companies Act, 1956 in respect of filing of necessary form with the Registrar of Companies after payment of necessary filing fees and stamp duty as applicable on the said forms.

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As far as the observations made in paragraph 6(a) of the Affidavit of Regional Director is concerned, it is clarified that sanctioning of the scheme of Amalgamation will be subject to obtaining similar approval from Hon’ble High Court of Harayana, Punjab and Chandigarh with respect to Transferor Company .

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So far as the observations made in paragraph 6(b) of the Affidavit of the Regional Director is concerned, the Petitioner through their Counsel undertakes that the Transferee Company shall comply with provisions of section 94/97 read with Schedule X of the Companies Act, 1956 in respect of filing of necessary form with the Registrar of Companies after payment of necessary filing fees and stamp duty as applicable on the said forms. The said undertaking is accepted.

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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.

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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, the Company Scheme Petition filed by the Petitioner Company is made absolute in terms of prayer clause (a) of the Petition. The scheme is subject to sanction by Punjab and Haryana High Court in respect of Petition filed by the Transferor Company.

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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 (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 issuance of Order.

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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 the 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. Cost to be paid within four weeks from today.

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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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(RANJIT MORE, J)

Blue Star Design and Engineering Limited v. -----------------

Case brief

What is this about?

What did the court decide?

Blue Star Design and Engineering Limited v. -----------------

Case brief

What is this about?

What did the court decide?

What the court decided

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