Allowed

Ketan Builders and Land Developers v. 0

Bombay HC4 Apr 2014CSP/702/2013

Case brief

AI extract

What is this about?

Single judge hearing four connected company scheme petitions seeking sanction for an amalgamation of three transferor companies with one transferee company. Court found statutory compliances met and scheme fair, thereby making petitions absolute.

What did the court decide?

Company Scheme Petitions No. 702, 701, 700 of 2013 and No. 699 of 2013 made absolute in terms of prayer clauses upon payment of costs.

Ketan Builders and Land Developers Vs 0 — Company and Corporate | 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.702 OF 2013. CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.632 OF 2013.

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KETAN BUILDERS & LAND DEVELOPERS PRIVATE LIMITED,

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....Petitioner/ First Transferor Company.

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AND

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COMPANY SCHEME PETITION NO.701 OF 2013. CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.633 OF 2013.

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RAJA FOOD PRODUCTS PRIVATE LIMITED

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....Petitioner/ Second Transferor Company. AND

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COMPANY SCHEME PETITION NO.700 OF 2013. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.634 OF 2013.

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TEEJAY SUGARS PRIVATE LIMITED

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....Petitioner/ Third Transferor Company. WITH

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COMPANY SCHEME PETITION NO.699 OF 2013. CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.635 OF 2013.

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CONCEPT LAND DEVELOPERS & BUILDERS PRIVATE LIMITED

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....Petitioner/ Transferee Company.

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In the matter of the Companies Act 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 KETAN BUILDERS & LAND DEVELOPERS PRIVATE LIMITED, the First Transferor Company

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AND

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RAJA FOOD PRODUCTS PRIVATE LIMITED, the Second Transferor Company

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AND

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TEEJAY SUGARS PRIVATE LIMITED, the Third Transferor Company WITH

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CONCEPT LAND DEVELOPERS & BUILDERS PRIVATE LIMITED, the Transferee Company

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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 all Petitions.

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Mrs. R. N. Sutar, Asstt. Official Liquidator, present in CSP No. 702, 701 and 700 of 2013 to CSP No. 847 of 2013.

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Ms. Pournima Awasthi with S.I.Shah i/b Dr. H.P.Chaturvedi for Regional Director in all Petitions.

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CORAM: G. S. patel, J.

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DATE : 4^th April, 2014

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PC:

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Heard learned counsel for the parties. No objector has come before the Court to oppose the Scheme and to controvert any averments made in the Petition.

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The sanction of the Court is sought to a Scheme of Amalgamation of KETAN BUILDERS & LAND DEVELOPERS PRIVATE LIMITED, the First Transferor Company and RAJA FOOD PRODUCTS PRIVATE LIMITED, the Second Transferor Company and TEEJAY SUGARS PRIVATE LIMITED, the Third Transferor Company with CONCEPT LAND DEVELOPERS & BUILDERS PRIVATE LIMITED, the Transferee Company, under Sections 391 to 394 of the Companies Act, 1956.

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Learned Counsel for the Petitioners states that the First Transferor Company is carrying on business of builders and contractors, purchasing, taking on lease, sublease or in exchange or otherwise acquiring, developing, selling, renting out or leasing any lands of any tenure or description and Second Transferor Company is carrying on business of makers, producers, manufacturers, purchasers, sellers, traders, selling agents and dealers in biscuits confectionary, food products, chocolates, food chicory, health foods, dairy far and garden produce of all kinds and Third Transferor Company is carrying on business as merchants, traders, wholesalers, retailers, stockists, consignors, distributors, agents, commission agents, suppliers, brokers and to exchange barter and deal in sugar products, vegetables, food confectionary and dairy products and Transferee Company is carrying on business of purchasing, leasing, hiring or otherwise acquiring lands, buildings, premises or properties and developing, building, constructing and working on the same. The proposed scheme of Amalgamation will have the benefit that the combined operations offer better business opportunities owing to economies of scale, integrated operations and reductions in costs and the amalgamation would enable optimum utilization of Funds & Resources and the amalgamation would also enable the merged entity to grow

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much faster with consolidated resources and the amalgamation will integrate all activities of management functions thereby achieving reduction in overhead costs and improving control over costs. It will also lead to administrative convenience and greater internal controls. The Transferor Companies and Transferee Company has approved the said Scheme of Amalgamation by passing the Board Resolutions which are annexed to the respective Company Scheme Petitions.

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The learned Advocate for the Petitioners further states that, Petitioner Companies have complied with all the directions passed in Company Summons for Directions and that the Company Scheme Petitions have been filed in consonance with the orders passed in respective Company Summons for Directions and seeks sanction to the said proposed Scheme of Amalgamation.

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The learned counsel appearing on behalf of the Petitioners have stated that the Transferor Companies and the Transferee Company have complied with all requirements as per directions of this Court and they 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 there under and companies Act 2013 and rule made there

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under whichever is applicable. The said undertaking is accepted.

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The Official Liquidator has filed his report on 5^th March, 2014 in Company Scheme Petition Nos. CSP No. 702 of 2013, 701 of 2013 and 700 of 2013 stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved.

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The Regional Director has filed an Affidavit on 17^th March, 2014 stating therein, save and except as stated in paragraph 6, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, it is stated as under.

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“6. That the Deponent further submits that,:-

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(a)Clause 13 of the scheme provides for accounting treatment. In this regard, it is submitted that in addition to accounting treatment given in clause13 of the Scheme, Transferee Company shall pass such accounting entries as may be necessary in connection with the scheme to comply with other applicable accounting standards.

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(b) Letter dated 19/02/2014 received from Income Tax Department seeking time till 2^nd week of April 2014 to file their report. The same may kindly be considered by Hon’ble High Court .

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(c) It is respectfully submitted before the Hon’ble High Court that the approval of the Scheme by Hon’ble High Court may not deter the Income Tax Authority to examine the Income Tax returns filed by the Petitioner companies and the decision of the Income Tax Authority is binding on the Transferee 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) and 6(c) 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 instructions of Mr. M. Chandana Muthu, Joint Director Legal in the office of the Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai states that they are satisfied with the undertaking given by the Advocate for the Petitioner Company. The undertaking given by the petition company are accepted. 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 have come forward to oppose the Scheme in the 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

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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 Nos. CSP No. 702 of 2013, 701 of 2013 and 700 of 2013 are made absolute in terms of prayer clauses (a)(b)and (d) respectively and Company Scheme Petition No. 699 of 2013 is made absolute in terms of prayer clauses (a) and (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 along with a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form 21 or any other E-Form as may be prescribed by the Ministry of Corporate Affairs pursuant to the Companies Act, 2013, in addition to physical copy as per the provisions of the Companies Act, 1956.

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The Petitioner Companies in all petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region,

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Mumbai and the Petitioners in the Company Scheme Petition Nos. CSP No. 702 of 2013, 701 of 2013 and 700 of 2013 to pay cost 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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All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

Ketan Builders and Land Developers v. 0

Case brief

What is this about?

What did the court decide?

Ketan Builders and Land Developers v. 0

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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