Allowed

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

Bombay HC5 Apr 2013CSP/78/2013

Case brief

AI extract

What is this about?

The court considered a scheme of amalgamation between a transferor company and its wholly owned transferee company. With compliance of statutory provisions, filings of affidavits by the Regional Director and Official Liquidator, and absence of opposition, the court made the petitions absolute.

What did the court decide?

The Company Scheme Petition No.78 of 2013 and No.79 of 2013 were made absolute in terms of their respective prayer clauses.

Iifl (Thane) Private Ltd. 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.78 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.32 OF 2013

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IIFL (THANE) PRIVATE LIMITED

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…Petitioner / Transferor Company.

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AND

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COMPANY SCHEME PETITION NO.79 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.33 OF 2013

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IIFL REALTY LIMITED

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…………Petitioner / Transferee Company.

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

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AND

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

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AND

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In the matter of Scheme of

Amalgamation

AND

IIFL Realty Limited

AND

Their respective shareholders

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Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioners in both the Petition.

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Mr. C.J Joy, i/b Dr. T. C. Kaushik for Regional Director in both the Petitions.

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Mrs. R.N. Suttar, Asst. Official Liquidator, present in CSP No.78 of 2013.

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CORAM: Ranjit More, J

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DATE: 5^th April , 2013

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PC:

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Heard learned 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 read with Section 78 and 100 to 103 of the Companies Act, 1956, to the Scheme of Amalgamation of IIFL (Thane) Private Limited, Transferor Company with IIFL Realty Limited, Transferee Company and their respective shareholders.

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Learned counsels for the Petitioner states that the Transferor Company is presently engaged in the business of investment in real estate properties. Further the learned advocate states that the Transferee Company is presently engaged in the business of real estate. The Transferor Company is a wholly owned subsidiary of the Transferee Company. The Scheme proposes to benefit the shareholders and other stake holders of respective

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companies on account of Administration convenience and Reduction in administrative costs & overheads.

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The Petitioner Companies approved the said Scheme by passing the Board Resolution in their respective meetings and which are annexed to the respective Company Scheme Petition.

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The Scheme also envisage utilization of Securities Premium Account as part of the Scheme for which the Transferee Company has passed Special Resolution which is annexed as Exhibit-I to the petition filed by the Transferee Company. The learned Advocate for Petitioner states that in pursuance of order dated 18^th January 2013 passed in Company Summons for Directions, the procedure prescribed under Section 101(2) was dispensed with as the proposed reduction shall be effected as a part of the Scheme of Amalgamation only and the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital. Accordingly, the interests of the creditors of the Transferee Company are not affected by such reduction.

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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 Companies undertake to comply with all statutory requirements if any, as required under

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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 22^nd February 2013 stating that the Scheme is not prejudicial to the interest of shareholders and public.

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The Official Liquidator has filed his report dated 26^th March 2013 in Company Scheme Petition No.78 of 2013 stating therein that the Affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved.

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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, Company Scheme Petition No.78 of 2013 filed by the Transferor Company is made absolute in terms of prayer clauses (a) (c) and (d) and Company Scheme Petition No.79 of 2013 filed by the Transferee Company is made absolute in terms of prayer clauses (a) (c ) and (d).

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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, Bombay, with the concerned Superintendent of Stamps,

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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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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.

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The Petitioners in both the Company Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioner in the Company Scheme Petition No.78 of 2013 filed by the Transferor Company to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs 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 and form of minutes annexed to the Petition duly authenticated by the Company Registrar, High Court, Bombay.

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(Ranjit More, J.)

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

Case brief

What is this about?

What did the court decide?

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

Case brief

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What did the court decide?

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