Allowed

Oakwoods Hospitality Pvt. Ltd. v. 0

Bombay HC7 Mar 2014CSP/765/2013

Case brief

AI extract

What is this about?

The High Court sanctioned a Scheme of Amalgamation between Oakwoods Hospitality Private Limited and its holding company, Kolte-Patil Developers Limited, under Sections 391 to 394 of the Companies Act, 1956. The court found the scheme fair, reasonable, and compliant with statutory requirements following clearance from stock exchanges and the Official Liquidator's report, directing parties to lodge

What did the court decide?

The Company Scheme Petition was made absolute, directing the petitioner to lodge the order with authorities for stamp duty and file with the Registrar of Companies.

Oakwoods Hospitality Pvt. Ltd. Vs 0 — Specific Performance | Bombay HC (2014)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPAMY SCHEME PETITION NO 765 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 687 OF 2013

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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

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of the Companies Act, 1956;

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AND

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In the matter of Scheme of Amalgamation of Oakwoods

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Hospitality Private Limited with Kolte-Patil Developers Limited

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Oakwoods Hospitality Private Limited

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..Petitioner/Transferor Company

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Called for Hearing

¶15

Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Petitioner.

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Mr. C.J. Joy with Mr. H.V Mehta, i/b Mr. H.P. Chaturvedi for Regional Director.

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Ms. R.N. Sutar Asst. Official Liquidator present.

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CORAM: G.S. Patel, J.

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DATE: 7^th March, 2014

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Heard 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 under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Oakwoods Hospitality Private Limited with Kolte-Patil Developers Limited.

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Page 1 of 6

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The learned counsel appearing on behalf of the Petitioner Company submits that by an order passed on 19^th October, 2013 in Company Summons for Direction No. 687 of 2013, the filing of separate Company Summons for Direction and Company Scheme Petition in relation to the proposed Scheme by the Transferee Company, namely Kolte-Patil Developers Limited was dispensed with as Transferee Company is 100% holding Company of the Transferor Company and in view of the Judgment passed by this Court in Mahaamba Investments Limited Versus IDI Limited (2001) 105 Company Cases (pages 16 to 18).

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Learned Counsel for the Petitioner states that the Petitioner is engaged in the business of hospitality and real estate development. The Transferee Company is engaged in the business of Real Estate Development.

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The Transferor Company and Transferee Company had approved the said Scheme of Amalgamation by passing the Board Resolution which is annexed to the Company Scheme Petition filed by the Petitioner Company.

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The rational for the Scheme is that the Transferor Company being 100% subsidiary of the Transferee Company and with a view to maintain a simple corporate structure and eliminate duplicate corporate procedures it is desirable to merge and amalgamate all the undertakings of Oakwoods Hospitality Private Limited into Kolte –Patil Developers Limited. The amalgamation of all undertaking of Transferor Company into the Transferee Company shall facilitate consolidation of all the undertakings in order to enable effective management and unified control of operations. Further, the amalgamation would create economies in administrative and managerial costs by consolidating operations and would substantially reduce

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Page 2 of 6

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duplication of administrative responsibilities and multiplicity of records and legal and regulatory compliances.

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The Petitioner Companies approved the said Scheme by passing the Board Resolution in their respective meetings and which are annexed to the respective Company Scheme Petition.

¶30

The learned Counsel for the Petitioner state that Petitioner Company has complied with all directions passed in Company Summons for Directions and that the Scheme has been filed in consonance with the orders passed in respective Company summons for Directions.

¶31

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

¶32

The Regional Director has filed an Affidavit on 21^st February, 2014 stating therein that save and except as stated in paragraphs 6 (a), (b) & (c) of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 (a),(b) & (c)of the said Affidavit, it is stated as under:

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(a)That the Transferee company is listed with Bombay stock Exchange and National Stock Exchange of India and obtained conditional ‘no objection letter’ as per which the Transferee Company shall provide for vetting by public shareholders through Postal Ballot and e-voting. The Transferee Company may be directed to produce the documentary evidence in support of the said compliance.

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Page 3 of 6

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(b)Clause 8(c) of the Scheme, it is stated that, difference between the value of assets over the value of liabilities including reserves of the Transferor Companies transferred to the Transferee Company pursuant to the High Court order, after adjusting for the book value of the investments in the shares of the Transferor Companies shall be adjusted in the reserve of the Transferee Company. In this regard it is submitted that the surplus if any arising out of this scheme be credited to Capital reserve Account of the Transferee Company.

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(c) Clause 15 of the scheme provides for modification or amendments to the scheme where in the Board of Directors of the Petitioner Company have been authorized to make any amendments to the scheme , if necessary after the scheme is approved by the Hon’ble High court. Such liberty shall not be exercised by the board of directors without obtaining further approval from the Hon’ble High Court. The Petitioner Company shall be directed to undertake to this effect.

¶37

As far as observations made in paragraph 6(a) of the Affidavit of the Regional Director is concerned, the Counsel for the Petitioner invites my attention to paragraph 25 of the Petition wherein it is stated that the National Stock Exchange of India by their letter dated 5^th September 2013 and Bombay Stock Exchange Limited by their letter dated 10^th September 2013 granted their no objection to the proposed Scheme subject to the Scheme being approved by voting through postal ballot and e-voting by the shareholders of the Transferee Company as per the observation letter dated 3^rd September 2013 received by the Stock Exchange(s). The Counsel for the Petitioner further submits that the Transferee Company has accordingly complied with the observation letter of SEBI and

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Page 4 of 6

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accordingly convened meeting of its Equity Shareholders of the Transferee Company by Postal Ballot and e-voting. The Scheme was approved by requisite majority by Postal ballot and e-voting. The Report of Mr. S. V. Deulkar, practicing Company Secretary is annexed as Exhibit- L to the Petition . It is further stated that the Transferee Company has by its letter dated 22^nd October 2013 intimated to stock exchange(s) about the result of Postal Ballot and e-voting. The Copy of letter is annexed as Exhibit- M to the Petition.

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As far as observations made in paragraph 6(b) of the Affidavit of Regional Director is concerned, the Petitioner through their Counsel undertakes that the surplus, if any, arising out of this scheme will be credited to Capital reserve Account of the Transferee Company.

¶41

As far as observations made in paragraph 6(c) of the Affidavit of the Regional Director is concerned, the Counsel for the Petitioner clarifies that if any modification is proposed to the Scheme after sanctioning of the Scheme, the same shall be subject to approval by this Court.

¶42

The Counsel for the Regional Director on instructions of Mr. M Chandanamuthu, Joint Director in the office of Regional Director stated that they are satisfied with the undertaking given by the Petitioner Company in clause 12 and clarifications in clause 11 & 13 above. The said undertaking given by the Petitioner Company is accepted.

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The Official Liquidator has filed his report on 26/02/2014 stating that the affairs of the Transferor Company have been conducted in a proper manner and that Transferor Company may be ordered to be dissolved.

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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 Page 5 of 6

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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 is made absolute in terms of prayer clause (a).

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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 the Order.

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Petitioner Company is directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy as per provisions of the Act.

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

Oakwoods Hospitality Pvt. Ltd. v. 0

Case brief

What is this about?

What did the court decide?

Oakwoods Hospitality Pvt. Ltd. v. 0

Case brief

What is this about?

What did the court decide?

What the court decided

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