The Bombay HC made absolute four scheme petitions seeking sanction under the Companies Act, 1956 for amalgamation of four shipping agency companies. Finding no objection to the scheme, proper compliance, and that it was fair and reasonable, the court granted the prayer.
The Company Scheme Petitions filed by the petitioner companies were made absolute in terms of prayer.
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.
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY SCHEME PETITION NO. 75 OF 2016
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO.899 OF 2015.
In the matter of Section 391 to 394 of the Companies Act, 1956;
And
In the matter of Scheme of Amalgamation of:
(The First Transferor Company),
(The Second Transferor Company), &
(The Third Transferor Company)
With
Poseidon Shipping Agency Private Limited (Transferee Company)
Asian Seaways Private Limited. .....Petitioner/The Transferor Company.
WITH
COMPANY SCHEME PETITION NO. 76 OF 2016
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO.900 OF 2015
1
Credence Shipping Agencies private Limited. .....Petitioner/The Transferor Company.
WITH
COMPANY SCHEME PETITION NO. 77 OF 2016
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO.901 OF 2015
Fairwind Shipping Agency Private Limited. .....Petitioner/The Transferor Company.
WITH
COMPANY SCHEME PETITION NO. 78 OF 2016
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO.902 OF 2015
Poseidon Shipping Agency Private Limited. .....Petitioner/The Transferee Company.
Called for Hearing.
Mr. Kedar B. Dighe, Advocate for the Petitioner.
Mr. Yogini Chauhan, Official Liquidator present.
Mr. Anand Singh, for Regional Director.
Coram:S. C. Gupte, J. Date:25th November, 2016.
MINUTES OF THE ORDER.
PC:
2
Private Limited and Credence Shipping Agencies Private Limited and Fairwind Shipping Agency Private Limited with Poseidon Shipping Agency Private Limited (Transferee Company.) and their respective shareholders.
3
Petitioner / Transferee companies they do not have any secured/ unsecured creditors and hence meeting was dispensed with vide order dated 4th December ,2015 passed in Company Summons for Directions filed by the Petitioner Companies.
4
(ii) The tax implication if any arising out of the scheme is subject to final decision of Income Tax Authorities. The approval of the scheme by this Hon’ble Court may not deter the Income Tax Authority to scrutinize the tax return filed by the Transferee Company after giving effect to the scheme. The decision of the Income Tax authority is binding on the Petitioner Companies.
5
6
form of Minutes duly authenticated by the Company Registrar, High Court
(S. C. Gupte, J.)
Certificate
I Certify that this order is a true and correct copy of original order uploaded.
Mr. S. Gawde
Stenographer.
7
3 issues framed by the court
Whether the Scheme of Amalgamation among the transferor and transferee companies complies with the statutory requirements under Sections 391 to 394 of the Companies Act, 1956.
Whether the sanctioning of the Scheme would be prejudicial to the interests of shareholders and public.
Whether the requisite statutory compliances and affidavits of compliance were fulfilled by the petitioner companies.
1 provisions across 1 enactments
Asian Seaway Private Limited
Credence Shipping Agencies Pvt. Ltd.
Fairwind Shipping Agency Private Limited
Poseidon Shipping Agency Private Limited
S. C. Gupte
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
