Allowed

Skyvision Multitrade Private Limited v. -

Bombay HC28 Nov 2014CSP/241/2014

Case brief

AI extract

What is this about?

This judgment sanctions a Scheme of Amalgamation between Skyvision Multitrade Private Limited and Sanghavi Organizers Private Limited. The court found the scheme fair and reasonable, verified statutory compliance, and accepted undertakings regarding accounting and tax matters, making the petition absolute.

What did the court decide?

Company Scheme Petition No. 241 of 2014 made absolute; Transferee Company directed to file authenticated scheme with Superintendent of Stamps; Petitioner Company directed to file order with Registrar

Skyvision Multitrade Private Limited Vs - — Civil Procedure and Limitation | Bombay HC (2014)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 241 OF 2014

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COMPANY SUMMONS FOR DIRECTION NO. 202 OF 2014

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In the matter of the Companies Act, 1956

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AND

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In the matter of application under Sections 391 to 394 of the Companies Act, 1956

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AND

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In the matter of Skyvision Multitrade Private Limited, a company incorporated under the provisions of the Companies Act, 1956

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AND

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In the matter of Scheme of Amalgamation of Skyvision Multitrade Private Limited

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With

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Sanghavi Organizers Private Limited

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Skyvision Multitrade Private Limited …Petitioner / Transferor Company

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CALLED FOR HEARING

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Mr. H.N. Thakore a/w. Mr. NaserAli Rizvi i/b Thakore Jariwala & Associates, Advocates for Petitioners in all the Petitions.

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Mr. S. Ramakantha, Official Liquidator, present.

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Mr. C.J. Joy i/b. Mr. H.P. Chaturvedi for Regional Director in all the Petitions.

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Coram: S. J. Kathawalla, J. Date: 28^th November, 2014

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PC:

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Heard Learned Advocate for the parties. No objector has come before the court to oppose the Scheme and nor any party has controverted any averments made in the Petition.

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The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to Scheme of Amalgamation of Skyvision Multitrade Private With Sanghavi Organisers Private Limited.

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Learned Advocate for the Petitioner states that Petitioner Company is in investment activity and the Transferee Company is primarily engaged in trading of real estate business.

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The Learned Advocate further states upon amalgamation, the business of Transferee Company will be carried out more efficiently, effectively and beneficially, as it would enable the Transferee Company to obtain advantages of economies of large scale and to achieve integration of the business operations which are of similar nature and to obtain strategic flexibility in holding of investments in listed entity and a scale to pursue growth opportunities. Further the combined entities will be able to showcase its strength and there will also be synergy benefits through combined operations

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and cost efficiencies and it will be conducive to better and more efficient and economical control and conduct of the Companies.

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The Learned Advocate for the Petitioner further states that the Board of Directors of the Transferor and Transferee Company had passed resolutions unanimously approving the said Scheme of Amalgamation which are annexed to the Company Scheme Petition.

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The learned Advocate for the Petitioner states that the Petitioner Company has complied with all the directions passed in Company Summons for Direction and that the Company Scheme Petition has been filed in consonance with the order passed in the Company Summons for Direction.

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The Advocate appearing on behalf of the Petitioner Company has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Company undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 / 2013, and the Rules made thereunder, whichever is applicable. The said Undertaking is accepted.

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The Official Liquidator has filed its report on 19^th September, 2014 stating 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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The Regional Director has filed an Affidavit on 10^th September, 2014 inter alia, stating therein that save and except as stated in paragraph 6 the scheme

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does not appear to be prejudicial to the interest of shareholders and public. The paragraph 6 of the Affidavit reads as under:-

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6: That the Deponent further submits that,

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(a) Clause 11.3 of the scheme states that the difference in the value of the net assets of the Transferor Company as on appointed date and the consideration value determined pursuant to this scheme und after giving effect of clauses 11.1 and 11.2 of the scheme shall be accounted for in the books of the Transferee Company by adjusting to Free Reserves. In this regard it is submitted that the reserve if any, arising out of the scheme shall be transferred to Capital Reserve of Transferee Company and that part of the reserve shall not form part of Free Reserve of Transferee Company,

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(b)Clause 11.6 of the scheme provides for accounting adjustment. In this regard, it is submitted that in addition to compliance of AS 14 Transferee Company shall pass such accounting entries as may be necessary in connection with the scheme to comply with other applicable accounting standards such as AS-5 etc.,

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(c) That the Deponent further submits that the Tax issue if any arising out of this scheme shall be subject to final decision of Income Tax Authority and approval of the scheme by Hon'ble High Court may not deter the income Tax Authority to scrutinize the tax returns filed by the petitioner company after giving effect to the amalgamation. The decision of the income Tax Authority is binding on the petitioner company.

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(d)Clause 13.1 of the Scheme provides for change in the object clause of the Memorandum of Association of the Transferee Company. In this connection, the Transferee Company may be directed to comply with provisions of section 13(1), (6) and 15 of the Companies Act, 2013 and to file amended copy of Memorandum of Association along with Form No.21 with the Registrar of Companies.

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(e) That the Registered Office of the Transferee Company is situated in the State of Gujarat. Hence the Transferee Company has to file similar petition before the Hon'ble High Court of Kolkata for approving the said scheme.

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With reference to observations contained Paragraph 6 (a) of the affidavit of Regional Director, the Learned Advocate, on instructions, submits and clarifies that in fact, upon the Scheme being sanctioned, under clause 11.3 of the Scheme there will be no creation of capital reserve but deficit i.e. goodwill is generated and the same will be adjusted against the General Reserve in the financial statements of the Transferee Company and hence there is diminution in the value of the reserve of the Transferee Company and not creation of new reserves and thus such adjustment against the General Reserve will be in accordance with all applicable Accounting Standards and principles.

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With reference to observations contained in Clause 6(b) of the affidavit of Regional Director, the Petitioner Company through its Advocate undertakes that Transferee Company shall pass such accounting entries as may be

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necessary in connection with the Scheme of Amalgamation and to comply with any other applicable Accounting Standards.

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With reference to observations contained in Clause 6(c) of the affidavit of Regional Director, the Petitioner Company and Transferee Company shall be bound to comply with all applicable provision of Income Tax Act, and all tax issues arising out of Scheme will be met and answered in accordance with law.

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With reference to observations contained in Clause 6(d) of the affidavit of Regional Director, Learned Advocate of the Petitioner states that the Transferee Company undertakes to comply with provisions of sections 13(1), (6) and 15 of the Companies Act, 2013 and to file amended copy of Memorandum of Association along with Form No.21 with the Registrar of Companies.

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With reference to observations contained in Clause 6(e) of the affidavit of Regional Director, Learned Advocate of the Petitioner states that the Transferee Company had filed Company Petition bearing No. 58 of 2014 before the Hon’ble Gujarat High Court and vide Order dated 17^th September, 2014, the Scheme of Amalgamation is already sanctioned by the Hon’ble High Court of Gujarat.

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The Learned Counsel for the Regional Director on instruction of M. Chandanamuthu, Joint Director with the office of Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai States that they are

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satisfied with submissions and undertakings given by the Petitioner Company. The Undertakings given by the Petitioner Company 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.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.241 of 2014 is made absolute in terms of prayer in clauses (a) to (h) and (j).

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The Transferee Company to file 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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The Petitioner Company are directed to file a copy of this Order along with a copy of Scheme of Amalgamation with the concerned Registrar of Companies, electronically along with Form 21/ INC 28 in addition to the physical copy as per relevant provision of Companies Act, 1956 and/or Companies Act, 2013, whichever is applicable.

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The Petitioner Company to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and to the Official Liquidator, High Court, 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 concerned regulatory authorities to act on a copy of this order along with Scheme duly authenticated by Company Registrar, High Court (O.S.), Bombay.

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(S.J. Kathawalla, J.)

Skyvision Multitrade Private Limited v. -

Case brief

What is this about?

What did the court decide?

Skyvision Multitrade Private Limited 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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