Allowed

K S Raje and Associates Holdings Private Limited Vs

Bombay HC13 Sept 2013CSP/779/2012

Case brief

AI extract

What is this about?

The Bombay High Court sanctioned a Scheme of Amalgamation involving four transferor companies and one transferee company under Sections 391-394 of the Companies Act, 1956. Addressing objections from the Regional Director regarding reserve account nomenclature and jurisdiction, the Court found the scheme fair and reasonable, subject to pending approval in the Andhra Pradesh High Court.

What did the court decide?

The Company Scheme Petition Nos. 779 to 782 of 2013 are made absolute; the scheme is sanctioned subject to the sanction of the Andhra Pradesh High Court.

K S Raje and Associates Holdings Private 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 JURISDICTION

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COMPANY SCHEME PETITION NO 779 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 644 OF 2012

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K S Raju & Associates Holdings Private Limited

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…….Petitioner/Second Transferor Company

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AND

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COMPANY SCHEME PETITION NO 780 OF 2012 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 645 OF 2012

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Saawariyaa Properties Private Limited

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………..Petitioner/Third Transferor Company

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AND

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COMPANY SCHEME PETITION NO 781 OF 2012 CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 646 OF 2012

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SPPL Builders Private Limited

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……….Petitioner/Fourth Transferor Company

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COMPANY SCHEME PETITION NO 782 OF 2012

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CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 647 OF 2012

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Liza Multitrade Private Limited

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…………..Petitioner/Transferee Company

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

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Corporate Securities & Holdings Private Limited and K S Raju & Associates Holdings Private Limited And Saawariyaa Properties Private Limited And SPPL Builders Private Limited With Liza Multitrade Private Limited And their respective shareholders

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Called for Hearing

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Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioner Ms. Neeta Masurkar, i/b H.P Chaturvedi for Regional Director in all the Petitions

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Mrs. R.N. Sutar Asst. Official Liquidator present in Company Scheme Petition No. 779 of 2013 to 781 of 2013.

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CORAM: N. M. Jamdar, J.

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DATE: 13^th September 2013

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Heard counsel for the parties. No objector has come before the court to oppose the Scheme of Amalgamation 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 to the Scheme of Amalgamation of Corporate Securities & Holdings Private Limited and K S Raju & Associates Holdings Private Limited And Saawariyaa Properties Private Limited And SPPL Builders Private Limited With Liza Multitrade Private Limited and their Respective shareholders.

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Learned Counsel for the Petitioner states that the Second, Third, Fourth Transferor Companies and the Transferee Company are primarily engaged in the business of holding and making investments.

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The Learned Counsel for the Petitioners further state that as set out in clause 1of the Scheme, the Group proposed to consolidate all the entities into a single Company. As a result of consolidation the fol-

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lowing benefits will accrue to the group:- (i) Efficiency in fund raising, (ii) reduction in number of Companies and regulatory compliances thereof (iii) Ease of Management (iv) Reduction of operating and administrative costs and (v) Streamlining the holding structure.

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The Petitioner Companies have approved the said Scheme by passing Board Resolution which is annexed to the Company Scheme Petition.

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The learned counsel for the Petitioner state that Petitioner Companies have complied with all directions passed in Company Summons for Directions and that the Scheme has been filed in consonance with the orders passed in Company Summons for Directions.

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Counsel appearing on behalf of the Petitioners has stated that they have 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 undertakings given by the Petitioner Company is accepted.

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The Regional Director has filed an Affidavit on 10^th December 2012 stating therein that save and except as stated in paragraph 6 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:-

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(a) In clause 6.3 of the Scheme, it is stated that the difference, being the excess of the value of the net assets of the Transferor Companies transferred to the Transferee Company pursuant to the High courts order at their fair value over the face value of equity and preference shares allotted by the Transferee Company shall be credited to the General Reserve Account and that in case of deficit the same be debited to Goodwill Account. In this connection it is submitted that the Reserve arising out of the Scheme shall be styled as

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“Capital Reserve” instead of General Reserve by the Transferee Company”.

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(b) That the Registered office of the First Transferor Company is situated in the State of Andhra Pradesh. Hence the First Transferor Company has to file similar petition before the Hon’ble High court of Andhra Pradesh for approving the said scheme .

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In so far as observations made in paragraph 6(a) of the Affidavit of Regional Director is concerned, the Petitioner/Transferee Company through their Counsel undertakes that Reserve arising out of the Scheme shall be styled as “Capital Reserve” instead of General Reserve by the Transferee Company.

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As far as observations made in paragraph 6(b) of the Affidavit of the Regional Director is concerned, the Counsel for the Petitioners states that the Petition has been filed by the First Transferor Company before the Andhra Pradesh High Court and the same is pending for hearing and final disposal.

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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 with the submission made hereinabove and undertaking given by the Petitioner/Transferee Company through their Counsel. The undertaking given by the Petitioner Company/Transferee Company is accepted.

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The Official Liquidator has filed his report dated 29^th August 2013 in the Company Scheme Petition No. 779 to 781 of 2013 stating therein that the affairs of the Second, Third and Fourth Transferor Companies have been conducted in a proper manner and that the said Transferor Companies may be ordered to be dissolved by this Court.

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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

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contrary to public policy. None of the parties concerned has come forward to oppose the amended Scheme.

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Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 779 of 2013, 780, 781 and 782 of 2013 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) of the respective Petitions. The scheme is sanctioned subject to sanction of Andhra Pradesh High Court.

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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 issuance of Order.

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Petitioners are directed to file a copy of this order along with a copy of the Scheme 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 Companies to pay costs of Rs.10, 000/- each to the Regional Director, Western Region, Mumbai. Petitioners in Company Scheme Petition Nos. 779 of 2013 to 781 of 2013 to pay cost of Rs 10,000/- each to the Official Liquidator, High Court, Bombay. Cost 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 amended Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

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(N.M Jamdar, J.)

K S Raje and Associates Holdings Private Limited Vs

Case brief

What is this about?

What did the court decide?

K S Raje and Associates Holdings Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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Issues for consideration

Statutes considered

Parties & counsel

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