Allowed

Godrej Nandhi Hills Project Private Limited v. -

Bombay HC11 Apr 2014CSP/47/2014

Case brief

AI extract

What is this about?

The Court considered applications for sanction of a Scheme of Amalgamation under Sections 391-394 of the Companies Act, 1956. With no opposition and confirmed statutory compliance by the transferors and transferee, the Court ruled the petitions absolute, directing the parties to pay stamp duty and register the scheme.

What did the court decide?

The Company Scheme Petitions were made absolute. Petitioner Companies directed to pay stamp duty costs and file the scheme with the Registrar of Companies.

Godrej Nandhi Hills Project Private Limited Vs - — Specific Performance | Bombay HC (2014)

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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 46 OF 2014

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 9 OF 2014

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GODREJ SEA VIEW PROPERTIES LIMITED

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………… Petitioner / the Transferor Company

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AND

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COMPANY SCHEME PETITION NO 47 OF 2014

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 10 OF 2014

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GODREJ NANDHI HILLS PROJECT PRIVATE LIMITED

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………… Petitioner / the Transferor 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 of the

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Companies Act, 1956;

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AND

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In the matter of Scheme of Amalgamation

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Godrej Sea View Properties Limited

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AND

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Godrej Nandhi Hills Project Private Limited

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with

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Godrej Properties Limited

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and

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their respective shareholders

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Called for Hearing

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Ms. Alpana Ghone and Mr. Rajesh Shah and Mr. Chandrakant Mhadeshwar i/b. M/s. Rajesh Shah & Co., Advocates for the Petitioners in both Petitions.

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Page 1 of 6

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Ms. R.N. Sutar, Asst. Official Liquidator, present in the Company Scheme Petition No. 46 of 2014 and Company Scheme Petition No. 47 of 2014.

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Mr. C. J. Joy with Mr. M. S. Bhardwaj i/b Mr. H. P Chaturvedi for Regional Director in both the Petitions.

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CORAM: G. S. Patel, J.

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DATE: 11^th April, 2014

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Heard learned Advocates for the parties. No objector has come before the Court to oppose the Scheme of Amalgamation 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 a Scheme of Amalgamation of Godrej Sea View Properties Limited and Godrej Nandhi Hills Project Private Limited with Godrej Properties Limited and their respective shareholders.

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Learned advocate for the Petitioners states that the Petitioners in Company Scheme Petition No. 46 of 2014 and Scheme Petition No. 47 of 2014 are presently engaged in real estate development activities. The rationale for the merger is that all the companies under this Scheme of Amalgamation are part of the same Group and that the restructuring would benefit on account of consolidation of operations, simplification of the group structure and rationalization of administrative, operative and marketing costs. The Petitioner Companies approved the said Scheme by passing Board Resolutions which are annexed to the respective Company Scheme Petitions.

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The learned counsel appearing on behalf of the Petitioner Companies submits that by an order passed by this court on 17^th

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Page 2 of 6

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January, 2014 in Company Summons for Direction No. 9 of 2014 and Company Summons for Direction No. 10 of 2014, the filing of a separate Company Summons for Direction and Company Scheme Petition in relation to the proposed Scheme by the Transferee Company, Godrej Properties Limited was dispensed with as the Petitioner Companies are wholly owned subsidiaries of the Transferee Company and no new share are required to be issued to the members of the Petitioner Companies in view of Judgment passed by this Court in Mahaamba Investments Limited Versus IDI Limited (2001) 105 Company Cases (pages 16 to 18) .

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

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Learned Advocate appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Court and that they have filed necessary Affidavits of compliance with the Court. Moreover, Petitioner Companies undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 / 2013 and the Rules made there under whichever is applicable. The said undertakings given by the Petitioner Companies are accepted.

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The Regional Director has filed an Affidavit on 7^th April, 2014 stating therein that save and except as stated in paragraph 6 of the said affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the Affidavit, it is stated that:

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“That the Deponent further submits that,

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Page 3 of 6

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(a) Clause 6 of the scheme provides for accounting treatment. 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. The financial statement of the Transferee Company shall be in accordance with Schedule VI Part I of the Companies Act, 1956.

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(b) The deponent further respectfully submits that, the Tax issues, if any, arising out of this scheme is subject to final decision of Income Tax Authority. The approval of the scheme by this Hon’ble High Court may not deter the rights of Income Tax Authority to examine the returns filed by the Transferee Company independently and the decision of Income Tax Authority is binding on the Petitioner Company.”

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As far as observation made in paragraph 6(a) of the Affidavit of the Regional Director, the Petitioner Companies through their counsel undertakes to follow the accounting treatment provided in the Scheme and to comply with the requirements of the relevant applicable accounting standards.

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In so far as observations made in paragraph 6(b) of the Affidavit of the Regional Director, the Petitioner Companies submit that the Petitioner is bound to comply with all applicable provisions of the Income Tax Act and all tax issues arising out of the Scheme will be met and answered in accordance with law.

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The Learned Counsel for Regional Director on the instructions of Mr. M Chandanamuthu, Joint Director (legal) in the office of Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai, states that they are satisfied with the undertaking given by the Advocate of the Transferee Company. The said undertaking given by the Petitioner Companies is accepted.

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The Official Liquidator has filed his report on 4^th April, 2014 in the Company Scheme Petition No. 46 of 2014 and Company Scheme Petition No. 47 of 2014 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner

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Page 4 of 6

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and that the Transferor Companies may be ordered to be dissolved by this Court.

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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, the Company Scheme Petition No. 46 of 2014 and Company Scheme Petition No. 47 of 2014 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a), (c) and (d) respectively.

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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 issuance of Order.

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Petitioner Companies are 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 / E-Form INC 28 in addition to physical copy as per the provisions of the Companies Act 1956 / 2013.

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The Petitioner Companies in both the Company Scheme Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioner in Company Scheme Petition No. 46 of 2014 and Company Scheme Petition No. 47 of 2014 to pay costs of Rs. 10,000/- each 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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Page 5 of 6

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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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(G.S. Patel, J.)

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Page 6 of 6

Godrej Nandhi Hills Project Private Limited v. -

Case brief

What is this about?

What did the court decide?

Godrej Nandhi Hills Project Private Limited v. -

Case brief

What is this about?

What did the court decide?

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