Allowed

Golden Feed Products Limited v. -

Bombay HC29 Apr 2014CSP/62/2014

Case brief

AI extract

What is this about?

The High Court sanctioned a scheme of amalgamation between Golden Feed Products Limited and Godrej Agrovet Limited. The court held that the scheme was fair, reasonable, and complied with all statutory requirements, with no opposition from objectors. The petition was made absolute.

What did the court decide?

The Company Scheme Petition No. 62 of 2014 was made absolute; the petitioner was ordered to file the order with the Registrar and pay costs of Rs. 10,000 each to the Regional Director and Official Liq

Golden Feed Products 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 62 OF 2014

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 14 OF 2014

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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 Companies Act, 1956;

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AND

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In the matter of Scheme of Amalgamation of

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Golden Feed Products Limited

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with Godrej Agrovet Limited

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and

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their respective shareholders

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GOLDEN FEED PRODUCTS LIMITED

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………… Petitioner / the Transferor Company

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Called for Hearing

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

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Mrs. R.N. Sutar, Asst. Official Liquidator present.

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Mr. C.J.Joy with Parag Vyas i/b Mr. H. P Chaturvedi for Regional Director.

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CORAM: G. S. Patel, J.

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DATE: 29^th April, 2014

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Page 1 of 5

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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 of the Companies Act, 1956, to the Scheme of Amalgamation of Golden Feed Products Limited with Godrej Agrovet Limited and their respective shareholders.

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Learned advocate for the Petitioner states that the Petitioner Company is engaged in the business of trading of animal feed products in India. Learned advocate for the Petitioner further states that the Petitioner Company and the Transferee Company are part of the same group and the scheme of Amalgamation would consolidate the business operations and will simplify the group structure and rationalise administrative, operative and marketing costs. The Petitioner Companies approved the said Scheme by passing Board Resolutions which are annexed to the Company Scheme Petition.

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The learned counsel appearing on behalf of the Petitioner Company submits that by an order passed by this court on 24^th January, 2014 in Company Summons for Direction No. 62 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 Agrovet Limited was dispensed with as the Petitioner Company is wholly owned subsidiary of the Transferee Company and no new share are required to be issued to the members of the Petitioner Company 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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Page 2 of 5

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The learned advocate for the Petitioner state that Petitioner Company 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 Company Summons for Direction.

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Learned Advocate appearing on behalf of the Petitioner 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 Company 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 Company are accepted.

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The Regional Director has filed an Affidavit on 16^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) It is observed that the loss making company is proposed to be merged with Transferee Company and Tax issues 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 Income Tax Authority to examine the returns filed by the Petitioner Company and decision of the Income Tax Authority is binding on the Petitioner Company.

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(b) Clause 6 of the Scheme deals with Accounting Treatment. In this regard it is submitted that in addition to compliance of AS 14, 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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In so far as observations made in paragraph 6(a) of the Affidavit of the Regional Director, the Petitioner Company submit that the Petitioner is bound to comply with all applicable provisions of the

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Page 3 of 5

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

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The Official Liquidator has filed his report on 26^th day of March, 2014 in the Company Scheme Petition No. 62 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. 62 of 2014 filed by the Petitioner Company are made absolute in terms of prayer clauses (a) (c) and (d).

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The Petitioner Company 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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Page 4 of 5

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Petitioner Company 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 Company to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and 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 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

Golden Feed Products Limited v. -

Case brief

What is this about?

What did the court decide?

Golden Feed Products Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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