Allowed

Fun Multiplex Pvt.Ltd v. ---

Bombay HC15 Mar 2013CSP/81/2013

Case brief

AI extract

What is this about?

The court heard petitions for sanctioning a scheme of arrangement involving share capital reduction and restructuring. Undertakings were accepted regarding statutory compliance, treatment of reserves, and authorized capital. The petitions were made absolute upon satisfaction of all requirements.

What did the court decide?

Company Scheme Petition No. 81 of 2013 made absolute in terms of clips (a), (b), (d); No. 82 of 2013 made absolute in terms of clips (a), (c).

Fun Multiplex Pvt.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. 81 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 56 OF 2013

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FUN MULTIPLEX PRIVATE LIMITED

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…………Petitioner / Demerged Company

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AND

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COMPANY SCHEME PETITION NO. 82 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 57 OF 2013

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E-CITY REAL ESTATES PRIVATE LIMITED

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…………Petitioner / Resulting 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 Sections 78, 100 to 103 of the Companies Act, 1956;

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AND

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In the matter of Scheme of Arrangement between Fun Multiplex Private Limited (‘the Demerged Company’)

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and E-City Real Estates Private Limited (‘the Resulting Company’) and

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their respective Shareholders

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Called for Hearing

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Hemant Sethi i/b Hemant Sethi & Co., Advocate for the Petitioners in both the Petitions.

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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: RANJIT MORE, J.

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DATE: 15^th March, 2013

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P.C. :-

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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.

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The sanction of the Court is sought under Sections 391 to 394 read with Section 78, 100 to 103 of the Companies Act, 1956, to the Scheme of Arrangement between Fun Multiplex Private Limited, the Demerged Company, and E-City Real Estates Private Limited, the Resulting Company, and their respective Shareholders.

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Learned Counsel for the Petitioners states that the proposed Scheme of Arrangement will help to achieve optimum utilization of resources, increase the managerial efficiencies and effectively pooling the technical, distribution and marketing skills to each other, enable focused management towards their respective businesses and enable better growth and pursue inorganic and organic growth opportunities in their respective businesses. The Demerged Company and the Resulting Company both approved the Scheme of Arrangement by passing the Board Resolution which are annexed to the respective Company Petitions.

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The learned advocate for the Petitioner states that the Scheme also involves reduction of share capital and utilization of share Premium Account which does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and the procedure prescribed under Section 101 of the Companies Act, 1956 was dispensed with as per order dated 24^th January 2013 passed in CSD No 56 of 2013. However as per the undertaking given by the Demerged Company a special resolution dated 14^th January 2013 is annexed as “Exhibit –C” to the Petition of the Demerged Company.

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The learned Advocate for the Petition further states that, Petitioner Companies have complied with all the directions passed in Company Summons for Direction and that the Company

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Scheme Petition have been filed in consonance with the orders passed in respective Summons for Directions.

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The learned advocate appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Hon’ble Court. Moreover, Petitioner Companies 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.

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

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(a) Clause 2.2.4 of the scheme, provides for increasing the Authorized Share Capital of the Resulting Company. In this connection the Resulting Company may be directed to comply with the provisions of section 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms.

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(b) Clause 2.5.3 of the scheme states that the difference being excess of assets over liabilities recorded by the Resulting Company after giving effect to clause 2.5.2 of the scheme and after adjusting for diminution in the value of equity shares in the Demerged Company will be treated as or adjusted against Securities Premium Account. In this regard it is suggested that the reserve arising out of this scheme is not a Revenue Reserve and as such that said Reserve be transferred to Capital Reserve Account only.

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As far as the observations made in paragraph 6(a) of his Affidavit, the Resulting Company through its advocate undertakes to comply with the provisions of section 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on

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the said forms so as to increase its authorize share capital suitably to enable and allot the preference shares required to be issued and allotted by it under the Scheme. The said undertaking is accepted.

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So far as the observations made in paragraph 6(b) of his affidavit, the Resulting Company through its advocate undertakes that the reserves arising out of this Scheme will not be treated as a Revenue Reserve and will be transferred to Capital Reserve. 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 undertakings given by the Advocate for the Petitioner Companies. The said undertakings are 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, Company Scheme Petition No. 81 of 2013 is made absolute in terms of prayer clauses (a), (b) and (d) and Company Scheme Petition No. 82 of 2013 is made absolute in terms of prayer clauses (a) and (c).

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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 issuance of Order.

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Petitioners are directed to file a copy of this order along with a copy of the Scheme of Arrangement with the concerned

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Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy as per relevant provisions of the act.

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The Petitioners in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. 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 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)

Fun Multiplex Pvt.Ltd v. ---

Case brief

What is this about?

What did the court decide?

Fun Multiplex Pvt.Ltd v. ---

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

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