Allowed

Arun Excello Enterprises Vs

Madras HC22 Jul 2016CP/201/2016

Case brief

AI extract

What is this about?

The Court allowed petitions under Sections 391-394 of the Companies Act, 1956 to sanction a scheme of amalgamation and demerger. Finding the scheme fair, just, and compliant with the law, the Court approved it subject to extant provisions and ordered the dissolution of transferor companies without winding up.

What did the court decide?

Scheme of amalgamation and arrangement approved; transferor companies to be dissolved without winding up, subject to compliance with the law.

Arun Excello Enterprises Vs — Company and Corporate | Madras HC (2016)

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IN THE HIGH COURT OF JUDICATURE AT MADRAS

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RESERVED ON : 18.07.2016

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DELIVERED ON : 22.07.2016

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Coram

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The Honourable Mr.Justice RAJIV SHAKDHER

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C.P.Nos.201 to 206 of 2016

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Arun Excello Enterprises Private Limited Bhattad Towers, 18 West Cott Road, Royapettah, Chennai 600 014 represented by its Director Mr.P.Suresh

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.. Petitioner in C.P.No.201 of 2016 /1^st Transferor Company

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Arun Excello Infra Projects Private Limited Bhattad Towers, 18 West Cott Road, Royapettah, Chennai 600 014 represented by its Director Mr.A.M.Sundar

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.. Petitioner in C.P.No.202 of 2016/ 2^nd Transferor Company

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Arun Excello Projects Private Limited Bhattad Towers, 18 West Cott Road, Royapettah, Chennai 600 014 represented by its Director Mr.A.M.Sundar

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.. Petitioner in C.P.No.203 of 2016/ 3rd Transferor Company

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Arun Excello City Developers Private Limited Bhattad Towers, 18 West Cott Road, Royapettah, Chennai 600 014 represented by its Director Mr.P.Suresh

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.. Petitioner in C.P.No.204 of 2016/ 4th Transferor Company

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Arun Excello Homes Private Limited Bhattad Towers, 18 West Cott Road, Royapettah, Chennai 600 014 represented by its Director Mr.P.Suresh

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.. Petitioner in C.P.No.205 of 2016/ Transferee/Demerged Company

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YRSK Property Consultancy Private Limited Old No.S/84, New No.7, 17th Street, Anna Nagar, Chennai - 600 040 represented by its Director Mr.Muruga Selvam

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.. Petitioner in C.P.No.206 of 2016/ Resulting Company

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Petitions filed under sections 391 to 394 of the Companies Act, 1956, to sanction the scheme of amalgamation and arrangement (Demerger).

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For Petitioners : Mr.P.H.Arvind Pandian for Mr.Harishankar Mani

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Mr.G.Venkatesan Central Government Standing Counsel for Regional Director Ministry of Company Affairs,Chennai

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Mr.P.Achutha Ramaiah Official Liquidator

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C O M M O N O R D E R

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These Company Petitions are preferred under Sections 391 to

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394 of the Companies Act, 1956 for sanctioning the scheme of amalgamation and arrangement (demerger) with effect from

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01.04.2015 for amalgamation and with effect from 01.04.2016 for arrangement (demerger). The Scheme of amalgamation and arrangement (in short the Scheme) is appended as Annexure 4 to these petitions.

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The petitioner in C.P.No.201 of 2016 is the 1st transferor company; the petitioner in C.P.No.202 of 2016 is the 2nd transferor company; the petitioner in C.P.No.203 of 2016 is the 3rd transferor company; the petitioner in C.P.No.204 of 2016 is the 4th transferor company; the petitioner in C.P.No.205 of 2016 is the transferee/demerged company and the petitioner in C.P.No.206 of 2016 is the resulting company.

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A perusal of the records show that the petitioners have complied with the prescribed procedure. As certified by the Chartered Accountant (CA), following are the details of the secured and unsecured creditors of the petitioner companies. The said certificates of the CA are appended to the respective petitions as Annexure No.6.

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*S.N*	*Name of the*	*No. of*	*No. of*	*Value of*
o.	*company*	*Secure* d *Credito*	*Unsecur* ed *Creditors*	*unsecured* *creditors* *Rs.*
		*Rs.*
1	1st Transferor Company	1	5	28,76,40,373.00

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*S.N* o.	*Name of the* *company*	*No. of* *Secure* d *Credito* *Rs.*	*No. of* *Unsecur* ed *Creditors*	*Value of* *unsecured* *creditors* *Rs.*
2	2nd Transferor Company	1	12	30,87,21,839.40
3	3rd Transferor Company	1	5	29,55,97,325.00
4	4th Transferor Company	1	5	30,65,80,008.00
5	Transferee/Demerged Company	2	37	71,68,56,671.75
6	ResultingCompany	1	8	94,60,732.00

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3.1. No objection to the proposed scheme has been obtained from the above secured creditors in respect of the above transferor companies and that of the transferee/demerged company and resulting company, which are appended as Annexure No.6 to these petitions.

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3.2. It is averred in the affidavit that the above transferor Companies and the transferee/demerged company and resulting company have strong financial position having non-current investments as well as assets and current assets, the details of which are as follows:

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*S.N* o.	*Name of the* *company*	*Non-current* *assets/invest* *ments* *Rs.*	*Current assets* *Rs.*
1	1st Transferor Company	17,50,00,000	16,36,22,252
2	2nd Transferor Company	41,86,99,629	19,84,45,217
3	3rd Transferor Company	18,32,53,310	14,26,85,490
4	4th Transferor Company	17,50,00,000	16,09,61,250
5	Transferee/Demerged Company	191,48,27,587	143,36,08,622
6	ResultingCompany	41,11,18,318.09	109,63,97,387.28

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3.3. A copy of six (6) separate resolutions of even date, i.e., 24.03.2016, passed by the Board of Directors of the above transferor companies as well as the transferee/demerged company and resulting company adopting the scheme is enclosed as Annexure '3' to these petitions.

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The affidavits of equity shareholders of the above four transferor companies and the transferee/demerged company and the resulting company giving their consent to the scheme are appended as Annexure '8' to these petitions. Furthermore, the affidavit of preference shareholder of the transferee/demerged company giving their consent to the scheme is appended as Annexure '8' to C.P.No.205 of 2016.

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4.1. This Court, in its order dated 27.04.2016, in C.A.Nos.455 to 460 of 2016 dispensed with the convening, holding and conducting of the meeting of the equity shareholders and preference shareholders respectively for the purpose of considering and if thought fit, approving with or without modification, the scheme conceived by the petitioner companies involving amalgamation.

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Upon notice being issued, the Regional Director, Ministry of Company Affairs has filed his report stating that he has no objection to the scheme being sanctioned.

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The Official Liquidator has also filed his report along with the report of the Chartered Accountant. The report of the chartered accountant states that the affairs of the four (4) transferor companies have not been conducted in a manner prejudicial to the interest of its members or to public interest and that he has not come across any act of misfeasance by the Directors attracting the provisions of Sections 542 and 543 of the Companies Act, 1956. It is further stated that the records maintained in the office of the Registrar of Companies were also caused to be inspected by the said Chartered

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Accountant. In the absence of any inference that the affairs of the transferor companies were being conducted in a manner prejudicial to the interest of its members or public interest, and in the absence of any comments that the affairs of the transferor companies had been conducted in a manner prejudicial to its members, the Official Liquidator has filed his report before this Court for orders.

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I have perused the proposed Scheme filed along with the company petitions. I find that the Scheme proposed is not prejudicial to the interest of any person or entity, which has a stake/interest in the petitioner companies. The said scheme as framed is not violative of any statutory provisions.

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7.1. The proposed scheme as formulated is fair, just, sound and is not contrary to any public policy or public interest. No proceedings appear to be pending under the provisions of Sections 231 to 237 of the Companies Act, 1956. All the statutory provisions appear to have been complied with.

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Consequently, there shall be an order approving the Scheme of amalgamation and arrangement between the 1st transferor

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company, viz., M/s.Arun Excello Enterprises Private Limited; 2nd transferor company, viz., M/s.Arun Excello Infra Projects Private Limited; 3rd transferor company, viz., M/s.Arun Excello Projects Private Limited and 4th transferor company, viz., M/s.Arun Excello City Developers Private Limited with the transferee/demerged company, viz., Arun Excello Homes Private Limited and resulting company, viz., M/s.YRSK Property Consultancy Private Limited, with effect from 01.04.2015 for amalgamation and with effect from 01.04.2016 for arrangement (demerger), subject to the compliance with the extant provisions of the law including Sections 391 to 394 of the Companies Act, 1956.

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Taking note of the report by the Chartered Accountant as enclosed by the Official Liquidator, in terms of the order passed by this Court, the above four (4) transferor companies shall stand dissolved without winding up.

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It is made clear, that this order will not be construed as an order granting exemption from payment of stamp duty or, taxes or, any other charges, if any, payable, as per the relevant provisions of law or, from any applicable permissions that may have to be obtained

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or, even compliances that may have to be made, as per the mandate of law.

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The learned Senior Central Government Standing Counsel is

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entitled to a fee of Rs.5,000/- from the transferee company.

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The above petitions are disposed of in the aforementioned

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terms.

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Index: Yes / No Internet: Yes / No 22.07.2016

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RAJIV SHAKDHER,J.

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Pre-Delivery Order in C.P.Nos.201 to 206 of 2016

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Dated: 22.07.2016

Arun Excello Enterprises Vs

Case brief

What is this about?

What did the court decide?

Arun Excello Enterprises Vs

Case brief

What is this about?

What did the court decide?

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