Allowed

Besons Real Estate Private Limited v. 0

Bombay HC10 Jul 2015CSP/175/2015

Case brief

AI extract

What is this about?

The Bombay High Court considered petitions for approval of schemes of amalgamation involving eleven transferor companies and one transferee company. After hearing counsel and reviewing compliance reports from the Official Liquidator and Regional Director, the Court found the schemes fair, reasonable, and non-prejudicial. All petitions were allowed with directions for stamp duty adjudication and fi

What did the court decide?

Scheme of Amalgamation is made absolute; orders passed; costs awarded to Regional Director and Official Liquidator.

Besons Real Estate Private Limited Vs 0 — Company and Corporate | Bombay HC (2015)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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COMPANY SCHEME PETITION NO. 175 OF 2015.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 49 OF 2015.

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BESONS REAL ESTATE PRIVATE LIMITED

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....Petitioner/ First Transferor Company

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AND

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO. 176 OF 2015.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.50 OF 2015.

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BLUEVISUAL MULTITRADING PRIVATE LIMITED

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....Petitioner/ Second Transferor Company

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AND

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO.177 OF 2015.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 51 OF 2015.

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REDWIRE DEVELOPERS PRIVATE LIMITED

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....Petitioner/ Third Transferor Company

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AND

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Page 1 of 16

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO.178 OF 2015.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.52 OF 2015.

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MANISH MANAGEMENT CONSULTANCY PRIVATE LIMITED

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....Petitioner/ Forth Transferor Company

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AND

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO.179 OF 2015.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.53 OF 2015.

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SANTOSH EXIM PRIVATE LIMITED

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....Petitioner/ Fifth Transferor Company

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AND

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO.180 OF 2015.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.54 OF 2015.

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VINAY MULTITRADE PRIVATE LIMITED

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....Petitioner/ Sixth Transferor Company

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AND

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO.181 OF 2015.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.55 OF 2015.

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JAINESH TRADING COMPANY PRIVATE LIMITED

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....Petitioner/ Seventh Transferor Company

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AND

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO.182 OF 2015.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.56 OF 2015.

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ANVANCETECH COMPUTERS PRIVATE LIMITED

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....Petitioner/ Eight Transferor Company

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AND

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO.183 OF 2015.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.57 OF 2015.

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SUBHRA TRADING PRIVATE LIMITED

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....Petitioner/ Ninth Transferor Company

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AND

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Page 3 of 16

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO.184 OF 2015.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.58 OF 2015.

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INTERPACK DEVELOPERS PRIVATE LIMITED

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....Petitioner/ Tenth Transferor Company

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AND

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO.185 OF 2015.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.59 OF 2015.

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ISS INTERNATIONAL LIMITED

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....Petitioner/ Transferee Company

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In the matter of the Companies Act, 1 of 1956 and other relevant provision of Companies Act, 2013;

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AND

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In the matter of Sections 391 to 394 of the Companies Act, 1956 and other relevant provision of Companies Act, 2013;

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AND

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In the matter of Scheme of Amalgamation of BESONS REAL ESTATE PRIVATE LIMITED, the First Transferor Company and BLUEVISUAL MULTITRADING PRIVATE LIMITED, the Second Transferor Company and REDWIRE DEVELOPERS PRIVATE LIMITED, the Third Transferor Company and MANISH MANAGEMENT CONSULTANCY PRIVATE LIMITED, the Fourth Transferor Company and SANTOSH EXIM PRIVATE LIMITED, the Fifth Transferor Company and VINAY MULTITRADE PRIVATE LIMITED, the Sixth Transferor Company and JAINESH TRADING COMPANY PRIVATE LIMITED, the Seventh Transferor Company and ANVANCETECH COMPUTERS PRIVATE LIMITED, the Eighth Transferor Company and, SUBHRA TRADING PRIVATE LIMITED the Ninth Transferor Company and, INTERPACK DEVELOPERS PRIVATE LIMITED the Tenth Transferor Company and, STANDARD CHROMATES PVT LTD the Eleventh Transferor Company with ISS INTERNATIONAL LIMITED, the Transferee Company.

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Called for hearing

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Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners in all Petitions.

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Mr. H. V Mehta i/b Mr. A.A. Ansari for Regional Director in both the Petitions.

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Mr. S. Ramakantha, Official Liquidator, present in CSP No. 175 to 184 of 2015.

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CORAM: S. C. Gupte, J. DATE: 10^th July, 2015

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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 nor any party has controverted any averments made in the Petitions.

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The sanction of the Court is sought to a Scheme of Amalgamation of BESONS REAL ESTATE PRIVATE LIMITED, the Petitioner / First Transferor Company and BLUEVISUAL MULTITRADING PRIVATE LIMITED, the Second Transferor Company and REDWIRE DEVELOPERS PRIVATE LIMITED, the Third Transferor Company and MANISH MANAGEMENT CONSULTANCY PRIVATE LIMITED, the Fourth Transferor Company and SANTOSH EXIM PRIVATE LIMITED, the Fifth

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Transferor Company and VINAY MULTITRADE PRIVATE LIMITED, the Sixth Transferor Company and JAINESH TRADING COMPANY PRIVATE LIMITED, the Seventh Transferor Company and ANVANCETECH COMPUTERS PRIVATE LIMITED, the Eighth Transferor Company and, SUBHRA TRADING PRIVATE LIMITED the Ninth Transferor Company and, INTERPACK DEVELOPERS PRIVATE LIMITED the Tenth Transferor Company and, STANDARD CHROMATES PVT LTD the Eleventh Transferor Company with ISS INTERNATIONAL LIMITED, the Transferee Company, under Sections 391 to 394 of the Companies Act, 1956.

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The Learned Counsel for the Petitioners states that the First Transferor Company and the Third Transferor Company at present is in the business of builders, contractors, erectors, constructor of buildings, houses, apartments, structures or residential, office, industrial, institutional or commercial or developers of co-operative housing societies, developers of housing schemes, townships and the Second Transferor Company at present is in the business as Traders, Distributors, Dealers, Wholesalers, Retailers, Exporter, Importer, Brokers, Stockiest & Commission agent,

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professional fees, Agency business, selling & Marketing Business of Agricultural Commercial, Industrial products and Forth Transferor Company at present is in the business of providing consultancy, managing, planning, marketing, training, motivating and recruiting, skilled, semi skilled or unskilled manpower all types of consultancy and assistance in various areas and the Fifth Transferor Company at present is in the business as buyers, sellers, traders, merchants, indentors, brokers, agents, packers, stockiest, broker and subbrokers, distributors, advisors of all kind of Industrial tools, equipments and machineries, rubberized and leather goods, leather garments, iron and steel, aluminium, minerals, ferrous and non-ferrous, metals, jute products and the Sixth Transferor Company at present is in the business of Buyers, Sellers, Traders, Distributors, Merchants, Agents, Brokers, Sub-Brokers, Stocklist, Commission Agents, Franchisee, Dealers, C & F Agents, Various types of Agencies, network marketing and marketing associates of all types of Industrial, Domestical and consumer products, Households and other general Commodities and the Seventh Transferor Company at present is in the business of traders, sellers, buyers, resellers,

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distributors, exporters, importers, merchants, commission agents and to buy, sell, import, export or otherwise deal in goods produce, ware, articles, things, merchandise, materials and deal in all kinds of goods and the Eight Transferor Company at present is in the business of developing, designing, processing, assembling, preparing, discovering, researching, printing, insulating, moulding, converting, commercializing, displaying, establishing, handling, let on hiring, installing, implementing, maintaining, operating, producing, promoting, processing, overhauling, renovating, reconditioning, remodelling, testing, servicing, wholesaling, retailing, marketing, broadcasting, relaying, exhibiting, informing, or otherwise, to deal in computer software and computer hardware and Ninth Transferor Company at present is in the business of Buying, Selling, Trading, Distributors, Merchants, Agents, Brokers, Sub-brokers, Stockist, Commission Agents, Franchisee, Dealers, C & F Agents, various types of Agencies, Network Marketing and Marketing Associates of all types of Industrial, domestical and consumer products, household and other general commodities and the Tenth Transferor Company at present is in the business of builders, contractors, erectors, constructor of buildings, houses,

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apartments, structures or residential, office, industrial institutional or commercial or developers and the Eleventh Transferor Company at present is in the business as manufacturers, producers, importers, exporters, buyers, sellers, merchants, distributors, commission agents and the Transferee Company at present is in the business of hotels, motels, restaurants, cafe, tavern, bars, refreshment room, boarding and lodging, house keepers, clubs, providing catering services, banquet services and that 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 that the amalgamation would enable optimum utilization of Funds & Resources and that the amalgamation would also enable the merged entity to grow much faster with consolidated resources and that 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.

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Learned Counsel for the Petitioners further states that the Board

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of Directors of the Petitioner Companies have approved the said

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Scheme of Amalgamation by passing Board Resolutions which are annexed to the respective Company Scheme Petitions.

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The Learned Counsel for the Petitioners further states that, Petitioner Companies have complied with all the directions passed in the respective Company Summons for Directions and that the respective Company Scheme Petitions have been filed in consonance with the orders passed in respective Company Summons for Directions.

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The Learned Counsel appearing on behalf of the Petitioners have stated that the Petitioner Companies have complied with all requirements as per directions of this Court and they have filed necessary affidavit of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956/2013 and rules made there under whichever is applicable. The said undertaking is accepted.

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The Official Liquidator has filed his report on 25th day of July, 2015 in Company Scheme Petition Nos. 175 to 184 of 2015 stating that the affairs of the Transferor Companies have been

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conducted in a proper manner and that the Transferor Company may be ordered to be dissolved.

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The Regional Director has filed an Affidavit on 2nd day of July, 2015 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, the Regional Director has stated that:-

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“6. That the Deponent further submits that,

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(a) “Clause 13.4 & 13.6 of the scheme provides for adjustment for differences in Accounting Polices between Transferor Company and Transferee Company. In this regard, it is submitted that in addition to the compliance of Accounting Standard – 14, the Transferee Company shall pass such accounting Standard which are necessary in connection entries which are necessary in connection with the scheme to comply with other applicable Accounting Standard such as AS-5 etc.

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(b) That the Deponent further submits that, the tax issue if any arising out of this scheme shall be subject to final decision of Income Tax Authority and approval

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of the scheme by Hon’ble High court may not deter the Income Tax Authority to scrutinize the tax returns filed by the petitioner company after giving effect to the amalgamation, The decision of the Income Tax Authority is binding on the petitioner company.

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(c) That the Registered Office of the 11^th Transferor Company is situated in the State of Rajasthan. Hence, the 11^th Transferor Company has to file similar petition before the Hon’ble High Court of Rajasthan for approving the said scheme.

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So far as the observation in paragraph 6 (a) of the Affidavit of Regional Director is concerned, the Petitioner Company through its counsel submitted that in addition to the compliance of Accounting Standard – 14, the Transferee Company shall pass such accounting Standard which are necessary in connection entries which are necessary in connection with the scheme to comply with other applicable Accounting Standard such as AS-5 etc.

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So far as the observation in paragraph 6(b) of the Affidavit of Regional Director is concerned, the Learned Counsel for the

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Petitioner Companies submit that the Petitioner Companies are bound to comply with all applicable provisions of 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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So far as the observation in paragraph 6(c) of the Affidavit of Regional Director is concerned, the Learned Counsel for the Petitioner Companies submit that that the Registered Office of the 11^th Transferor Company is situated in the State of Rajasthan and the 11^th Transferor Company had already filed similar petition before the Hon’ble High Court of Rajasthan for approving the said scheme and the same is pending. The Learned Counsel for the Petitioner Companies further submits that this Scheme of Amalgamation be approved subject to sanctioning of the said Scheme by Hon’ble High Court of Rajasthan.

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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

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undertakings given by the Petitioners. The above undertakings is accepted.

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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.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 175 to 184 of 2015 is made absolute in terms of prayers clause (a), (b) and (d) and 185 of 2015 is made absolute in terms of prayer clauses (a) and (c).

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The Petitioner Companies to file 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 certified copy of order along with a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E Form INC- 28 in addition to physical copy as per the relevant provisions of the Companies Act, 1956/2013 whichever is applicable.

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The Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in the Company Scheme Petition Nos. 175 to 184 of 2015 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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All concerned regulatory 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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(S. C. Gupte, J.)

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Besons Real Estate Private Limited v. 0

Case brief

What is this about?

What did the court decide?

Besons Real Estate Private Limited v. 0

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

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