Allowed

Godrej Projects Development Private Limited v. -

Bombay HC29 Apr 2014CSP/61/2014

Case brief

AI extract

What is this about?

Single Judge of Bombay High Court allowed two connected Company Scheme Petitions seeking sanction for amalgamation of Godrej Developers Private Limited and Godrej Projects Development Private Limited, finding the scheme fair, reasonable, and statutory compliant.

What did the court decide?

Sanction of the Scheme of Amalgamation granted; petitions declared absolute; costs awarded to Regional Director and Official Liquidator.

Godrej Projects Development 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 60 OF 2014

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 7 OF 2014

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GODREJ DEVELOPERS PRIVATE LIMITED

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………… Petitioner / the Transferor Company

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AND

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COMPANY SCHEME PETITION NO 61 OF 2014

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 8 OF 2014

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GODREJ PROJECTS DEVELOPMENT PRIVATE LIMITED

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………… Petitioner / the Transferee 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 Amalgamation of

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Godrej Developers Private Limited

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with

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Godrej Projects Development Private Limited and their respective shareholders

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Called for Hearing

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

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Mrs. R.N. Sutar, Asst. Official Liquidator, present in the Company Scheme Petition No. 60 of 2014.

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Page 1 of 5

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Mr. C.J.Joy with S. I. Shah 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: 29^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 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 read with Sections 78, 100 to 103 to the Scheme of Amalgamation of Godrej Developers Private Limited with Godrej Projects Development Private Limited and their respective shareholders.

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Learned advocate for the Petitioners states that both the Petitioner Companies are presently engaged in real estate development activities. Learned advocate for the Petitioners further states that the Amalgamation would consolidate the operations and will simplify group structures and rationalise 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 for the Petitioner in Company Scheme Petition No. 61 of 2014, states that the Scheme includes the reduction of the Securities Premium Account of the Transferee Company, which is an integral part of the Scheme and the same 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 (2) of the Companies Act, 1956 was dispensed with as per order dated 17^th January, 2014

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Page 2 of 5

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passed in Company Summons for Direction No. 8 of 2014. As per the undertaking given by the Petitioner Company for approval of reduction, Special Resolution dated 8^th January, 2014 is annexed being Exhibit ‘J’ to the Petition. A copy of Form of Minutes is annexed as Exhibit ‘K’ to the Petition.

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The learned advocate for the Petitioners state 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 Hon’ble Court and they have filed necessary Affidavits of compliance with the Hon’ble 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. The said undertakings given by the Petitioner Companies are accepted.

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The Regional Director has filed an Affidavit on 19^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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(a) Clause 6 of the Scheme provides for Accounting Treatment in the books of the Transferee Company. In this regard, it is submitted that in addition to compliance of Accounting Treatment provided therein, the Transferee Company shall pass such accounting entries which are necessary in connection with this Scheme to comply with other applicable Accounting Standards.

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(b) It is further submitted that tax issue, if any, arising out of this Scheme is subject to final decision of Income Tax Authority and

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Page 3 of 5

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approval of the Scheme by this Hon’ble High Court may not deter the Income Tax Authority to examine the returns independently.”

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As far as observation made in paragraph 6(a) of the Affidavit of the Regional Director, the Petitioner Companies 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 Petitioner Companies. The said undertaking given by the Petitioner Companies are accepted.

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The Official Liquidator has filed his report on 4th April, 2014 in the Company Scheme Petition No. 60 of 2014 stating therein 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 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. 60 of 2014 and Company

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Page 4 of 5

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Scheme Petition No. 61 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 alongwith Form of Minutes, 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 and Form of Minutes 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. 60 of 2014 to pay costs 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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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 and Form of Minutes duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

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( G.S. Patel, J.)

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Page 5 of 5

Godrej Projects Development Private Limited v. -

Case brief

What is this about?

What did the court decide?

Godrej Projects Development Private Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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Issues for consideration

Statutes considered

Parties & counsel

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