Allowed

Rajay Investments Private Limited. v. -------------------------------------

Bombay HC21 Jan 2013CSP/787/2012

Case brief

AI extract

What is this about?

The court made absolute a scheme of amalgamation and arrangement between the transferor company, Stay Sharp Diamond Tools Pvt Ltd, as the transferee and their respective shareholders under the Companies Act, 1956, noting statutory compliance and no opposition.

What did the court decide?

Company Scheme Petitions No. 787 and 788 of 2012 made absolute in terms of prayer clauses; order to be lodged with Superintendent of Stamps.

Rajay Investments Private Limited. Vs ------------------------------------- — Bombay HC (2013) — LawSathi Research

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

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COMPANY SCHEME PETITION NO. 787 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 750 OF 2012

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RAJAY INVESTMENTS PRIVATE LIMITED

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....Petitioner/ the Transferor Company

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AND

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COMPANY SCHEME PETITION NO. 788 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 751 OF 2012

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STAY SHARP DIAMOND TOOLS PRIVATE LIMITED

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…Petitioner / the Transferee Company

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In the matter of the Companies Act of 1956;

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AND

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In the matter of Sections 391 to 394 read with Section 80 and Section 100 of the Companies Act, 1956;

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AND

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In the matter of Scheme of Amalgamation and Arrangement of RAJAY INVESTMENTS PRIVATE LIMITED (‘the Transferor Company’)

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AND

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STAY SHARP DIAMOND TOOLS PRIVATE LIMITED (‘the Transferee Company’) AND

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Their respective shareholders

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

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Mrs. R.N. Sutar, Asstt. Official Liquidator present in Company Scheme Petition No.787 of 2012.

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

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CORAM: N. M. Jamdar, J. DATE: 21^st January, 2013

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PC:

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Heard counsel for the parties.

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None appeared 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 to a Scheme of Amalgamation and Arrangement between RAJAY INVESTMENTS PRIVATE LIMITED, the Transferor Company with STAY SHARP DIAMOND TOOLS PRIVATE LIMITED, the Transferee Company and their respective shareholders, under Sections 391 to 394 read with Section 80 and Section 100 of the Companies Act, 1956.

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Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and that the Petitioners 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 thereunder. The said undertaking is accepted.

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The Official Liquidator has filed his report dated January 9, 2013 in Company Scheme Petition No. 787 of 2012 stating that the affairs of the Transferor Company has been conducted in a proper

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manner and that the Transferor Company may be ordered to be dissolved.

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The Regional Director has filed an Affidavit dated December 21, 2012 stating therein that it appears that the Scheme does not appear to be prejudicial to the interest of shareholders and public. In para 6 of the affidavit, the Regional Director has stated that:-

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“6 That the Deponent further submits that, in clause 12.1.7 of the Scheme, it is stated the difference between the face value of new equity shares issued by the Transferee Company and the existing equity capital of the Transferor Company shall be adjusted against the reserves of the Transferee Company. In this connection, it is submitted that the reserve arising out of the Scheme shall be styled as “Capital Reserve Account. In this regard the Petitioner company vide letter dated 14/12/2012 submitted that such reserve would be adjusted against capital reserve. Copy of the said letter is annexed hereto and marked as Exhibit ‘D’”.

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In reply to the aforesaid observations raised by the Regional Director, the Transferee Company through their Counsel undertakes that the reserve arising out of the Scheme shall be styled as “Capital Reserve Account”.

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The Learned Counsel 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, all Company Scheme Petition No. 787 of 2012 and 788 of 2012 are made absolute in terms of prayer Clauses (a) to (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 (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.

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Petitioners are directed to file a copy of this order alongwith a copy of the Scheme with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry.

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The Petitioners in both the Petitions to pay costs of Rs.10,000/each to the Regional Director, Western Region, Mumbai, and the Petitioners in the Company Scheme Petition No. 787 of 2012 to pay cost of Rs.10,000/- to the Official Liquidator, High Court,

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Bombay. Costs 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 authorities concerned 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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(N. M. Jamdar, J.)

Rajay Investments Private Limited. v. -------------------------------------

Case brief

What is this about?

What did the court decide?

Rajay Investments Private Limited. v. -------------------------------------

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Statutes considered

Parties & counsel

Coram

Case details

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