This judgment sanctions a Scheme of Amalgamation between two transferor companies and a transferee company under Sections 391-394 of the Companies Act, 1956. The Court held the scheme to be fair and reasonable.
Company Scheme Petitions No. 328 and 329 of 2016 made absolute; companies directed to notify registrar and superintendent of stamps.
This page shows the compact analysis of this judgement. The full analysis — procedural history, issue-by-issue holdings with ratio and obiter, advocates, and paragraph-level evidence for every claim — is being added to the record in batches and will appear here when this judgement has been through it.
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IN THE HIGH COURT OF JUDICATURE AT MUMBAI ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 328 OF 2016
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO. 111 OF 2016
Spice Towers & Resorts Limited
.... Petitioner /First Transferor Company
AND
COMPANY SCHEME PETITION NO. 329 OF 2016
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO. 110 OF 2016
Sarovar Hospitality And Leisure Private Limited .... Petitioner /Second Transferor Company
In the matter of the Companies Act of 1956 (Or reenactment Thereof upon Effectiveness of Relevant Provisions of the Companies Act, 2013);
AND
In the matter of Sections 391 to 394 of the Companies Act, 1956 (Or re-enactment Thereof upon Effectiveness of Relevant Provisions of the Companies Act, 2013);
AND
IN THE MATTER of Scheme of Amalgamation of Spice Towers & Resorts Limited (First Transferor Company) AND Sarovar Hospitality And Leisure Private Limited (Second Transferor Company) WITH Sarovar Hotels Private Limited (Transferee Company) And Their Respective Shareholders and Creditors.
Called for hearing:
Mr. Arvind Talgaonkar i/b. M/s. Crawford Bayley & Co., Advocate for the Petitioners in both the Petitions.
Mr. Vinod Sharma, Official Liquidator, present in both the Petitions.
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Mr. Chirag Shah i/b. Mr. Pankaj Kapoor for Regional Director in all the Petitions.
CORAM: A. K. Menon J. DATE: 20th October, 2016
PC:
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better economies of scale, more productive and optimum utilisation of various resources, strengthen its financial position and ability to raise resources for conducting business, achieve synergies in business activities, further development and growth of the business.
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according to the Regional Director that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6. (i), (ii), (iii), (iv) and (v) of the affidavit, the Regional Director has stated as under:
6.
(i) The Tax implication if any arising out of the 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 scrutinise the return filed by the Transferee Company after giving effect to the scheme. The decision of the Income Tax Act Authority is binding on the Petitioner Company.
(ii) The petitioner in clause 4.2 inter alia mentioned that on and with effective date, the Immovable Property shall get transferred to and be vested in the transferee company without any further act or deed in terms of the provisions of Section 394 of the Act but, subject to the approval of appropriate authorities and government bodies in the state of uttarakhand. Further the petitioner in clause 18 of the scheme inter alia has mentioned that the scheme is and shall be conditional upon and subject to approval of appropriate authority & Government bodies in the state of uttarakhand, being received for the immovable property getting transferred to & be vested in the transferee company.
(iii) The petitioner in clause 4.2 inter alia mentioned that it is however specifically provided that the reserve, as created above, shall be a free reserve
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for all intents and purposes and shall form part of the net worth of the transferee company.
(iv) Petitioner in Clause 4 of the Scheme inter alia has mentioned that upon the coming into effect of the Scheme and subject to the provisions of the scheme, entire business & whole of undertaking of the transferor company as a going concern but subject to the charges affecting the same be transferred and/or deemed to be transferred to and vested in transferee company as a going concerned so as to become the assets & Liabilities of transferee company.
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Region, Mumbai, and the Petitioners in all the Petitions to pay cost of INRs.10,000/- each to the Official Liquidator, High Court, Mumbai. Costs to be paid within four weeks from the date of the order.
C E R T I F I C A T E
I certify that this Order uploaded is a true and correct copy of original signed order.
Uploaded by: Shankar Gawde, Stenographer.
3 issues framed by the court
Whether the Court can sanction a Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956.
Whether the Scheme is fair, reasonable and not violative of law or public policy.
Whether the requisite statutory compliances have been fulfilled by the petitioner companies.
1 provisions across 1 enactments
Spice Towers & Resorts Limited
Sarovar Hospitality And Leisure Private Limited
Sarovar Hotels Private Limited
Regional Director
Official Liquidator
A. K. Menon
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
