Allowed

Radharaman Fibres Private Limited Vs

Bombay HC22 Feb 2013CSP/813/2012

Case brief

AI extract

What is this about?

The High Court sanctioned the Scheme of Amalgamation between EKLAVYA TRADERS PRIVATE LIMITED and RADHARAMAN FIBRES PRIVATE LIMITED under Sections 391 to 394 of the Companies Act, 1956, noting no opposition and receipt of necessary undertakings from the parties.

What did the court decide?

Company Scheme Petition No. 812 of 2012 and No. 813 of 2012 were made absolute with directions to lodge copies for stamp duty adjudication and file with the Registrar of Companies.

Radharaman Fibres 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.812 OF 2012. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.738 OF 2012.

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EKLAVYA TRADERS PRIVATE LMITED

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....Petitioner/ Transferor Company. WITH

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COMPANY SCHEME PETITION NO.813 OF 2012. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.739 OF 2012.

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RADHARAMAN FIBRES PRIVATE LIMITED

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....Petitioner/ 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 of the Companies Act, 1956; AND

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In the matter of Scheme of Amalgamation of EKLAVYA TRADERS PRIVATE LMITED with RADHARAMAN FIBRES PRIVATE LIMITED.

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Called for hearing

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

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Mrs. R. N. Sutar, Asstt. Official Liquidator, present in CSP No. 812 of 2012.

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

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CORAM: N. M. Jamdar, J.

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DATE : 22^nd February, 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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Learned Counsel for the Petitioners states that the Petitioner Companies are in the business of dealers in Textile. The proposed scheme of Amalgamation will have the benefit of the combined assets and cash flows of the two companies. The combined resources of the amalgamated company will be conducive to enhance its capability to face competition in the market place more effectively. It will be conducive to better and more efficient and economical control and conduct of the Companies. The transferor and transferee companies both approved the said Scheme of Amalgamation by passing the Board Resolution which are annexed to the respective Company Scheme Petitions. In terms of clause 14 of the scheme, the Transferor Company shall be dissolved without being wound up. The learned Advocate for the Petitioner further states that, Petitioners companies have complied with all the directions passed in Company Summons for Direction and that the Company Scheme Petition have been filed in consonance with the orders passed in respective Summons for Directions and seeks sanction to the said proposed Scheme of Amalgamation

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The sanction of the Court is sought to a Scheme of Amalgamation of EKLAVYA TRADERS PRIVATE LMITED, the Transferor Company with RADHARAMAN FIBRES PRIVATE

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LIMITED, the Transferee Company, under Sections 391 to 394 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 15/02/2013 in Company Scheme Petition No. 812 of 2012 stating that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved.

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The Regional Director has filed an Affidavit dated 15^th February, 2013 stating therein that save and except as stated in paragraph 6, it appears that the Scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the affidavit, the Regional Director has stated as under:

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“That the Deponent further submits that, the present authorized capital of the Transferee Company is not

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sufficient to issue new shares. In this connection the Transferee Company may be directed to comply with provision 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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So far as paragraph 6 of the affidavit of the Regional Director is concerned, the Transferee Company through their Counsel undertakes to comply with provision of sections 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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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 in the court.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 712 of 2012 is made absolute in

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terms of prayer clauses (a) to (d) and Company Scheme Petition No. 813 of 2012 is made absolute in terms of prayer clauses (a) to (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 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 all 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. 812 of 2012 to pay cost of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the order.

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14.Filing and issuance of the drawn up order is dispensed with.

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15.All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court

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(O. S.), Bombay.

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(N. M. Jamdar, J.)

Radharaman Fibres Private Limited Vs

Case brief

What is this about?

What did the court decide?

Radharaman Fibres Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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Statutes considered

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