Allowed

Bundi Agrimarketing Yard Pvt. Ltd. Vs

Rajasthan HC1 May 2015COAP/14/2015

Case brief

AI extract

What is this about?

Company applicants filed a second motion sanctioning an amalgamation scheme. After due notice to the Regional Director and Official Liquidator, neither raised objections. The court found no prejudice to creditors or public interest and sanctioned the scheme as binding.

What did the court decide?

Sanction of the scheme of amalgamation set forth in Annexure-M, declared binding on creditors and equity shareholders of both companies.

Bundi Agrimarketing Yard Pvt. Ltd. Vs — Company and Corporate | Rajasthan HC (2015)

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S.B. Company Petition No.17/2015 with (S.B. Company Application No.14/2015) In the matter of:

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Star Agriwarehousing and Collateral Management Limited (Transferee Company) Bundi Agrimarketing Yard Private Limited (Transferor Company)

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Bundi Agrimarketing Yard Private Limited (Transferor Company)

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Star Agriwarehousing and Collateral Management Limited (Transferee Company)

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Date: December 11, 2015.

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Mr. Siddarth Ranka, for the applicants.

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Mr. K.J. Mehta, for Official Liquidator.

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BY THE COURT :

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Instant Company applications on the second motion have jointly been filed by the applicant companies under Sections 391-394 of the Companies Act, 1956 (hereinafter `the Act of 1956') read with Rule 67 of the Companies (Court) Rules, 1959 seeking sanction of the scheme of amalgamation so as to be binding on all the equity and preference shareholders, secured creditors and the unsecured creditors of the transferor company and the transferee company.

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The facts of the case are that the transferee company Star Agriwarehousing and Collateral Management Limited was incorporated on 18-4-2006 under the Act of 1956 having its registered office at G- 102, Plot No.29 Molshree Residency Mission Compound Ajmer Road, Jaipur. The transferor company Bundi Agrimarketing Yard Private Limited was incorporated on 21-5-2008 having its registered office at G-102, Plot

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No.29, Molshree Residency Mission Compound Ajmer Road Jaipur. Authorised capital of the transferor company Bundi Agrimarketing Yard Private Limited is Rs.5,00,000/- divided into 50000 equity shares of Rs.10 each. It has been submitted that the transferor company is a wholly owned subsidiary of the transferee company Star Agriwarehousing and Collateral Management Limited holding 98.40% shares.

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In the Board meeting held on 19-1-2015 the scheme of amalgamation of the transferor company Bundi Agrimarketing Yard Private Limited with the transferee company Star Agriwarehousing and Collateral Management Limited was approved, with a view to effective and efficient management of the business. Meeting of the shareholders was dispensed with by this court vide order dated 1-5-2015 in SB Company Application No.15/2015 with liberty to move a second motion seeking sanction/ approval of the scheme after due process from this court.

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Vide order dated 1-5-2015 in SB Company Application No.14/2015 this court directed the transferee company Star Agriwarehousing and Collateral Management Limited to convene separate meetings of the equity and preference shareholders, creditors secured and unsecured on 6-62015. Thereafter meetings were held on 6-6-2015 at the registered office of the transferee company. Reports of the chairman of the meetings submitted. All meetings approved the scheme.

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Hence this petition for second motion seeking approval of the scheme of amalgamation under consideration.

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Notice were issued by this court 31-7-2015 to the Regional Director, North Western Region, Ministry of Corporate Affairs Ahemdabad and the Official liquidator attached to this court with further directions to publish the same in two daily news papers i.e. Rajasthan Patrika Jaipur Edition and financial Express Delhi Edition. This was so done on 19-82015, copies of which have been filed before this court. Despite that no one has appeared to object to the scheme.

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An affidavit of the Regional Director has been filed on 21-11-2015. Nothing substantial has been stated in the said affidavit and no objections have been laid. Also the Official liquidator attached this Court has filed his report on 5-11-2015 wherein also it has been found that the affairs of the transferor company have not been conducted in a manner prejudicial in the interest of its members, creditors and public at large. Consequently, the Official Liquidator has no objection against the sanctioning of the scheme.

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Heard and considered the submissions made by the counsel for the petitioner, the Regional Director, Ministry of Corporate Affairs as well as the Official Liquidator and examined the material placed on record.

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The scope of the Company Court sitting over an application for sanctioning a scheme of amalgamation on an application under sections 391 and 394 of the Act of 1956 is supervisory in nature and limited to ensuring that in the process there is no violation of any statutory rule or prejudice to public interest. From the affidavit submitted by the Regional Director and the

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report of the Official Liquidator, on notice being sent to them of the second motion under Sections 391 and 394 of the Act of 1956, it is quite apparent that no ground for denying the scheme of amalgamation is made out in the present case. The issue of Income Tax clearance, to my mind, is a matter which does not directly flow from the language of section 391 of the Act of 1956. Income Tax liability is a matter distinct from manner of carrying out of business. Income Tax liability would hold as per law both for the period prior to the sanction of the scheme and thereafter. Even otherwise under the circular dated 15-1-2014 which has been annexed to the Regional Director's affidavit, non-response to the Directorate's letter is required to be considered as a presumption that the Income Tax Department has no objection to the action of the merger/ demerger as the case may be under Sections 391-394 of the Act of 1956.

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Having examined the Scheme of Amalgamation, this Court finds nothing prejudicial to the interest of creditors, members of both the Transferor and Transferee Company or to public interest. All required procedures had been followed.

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Consequently, the company petitions are allowed. This Court does hereby sanction the scheme of amalgamation set forth in Annexure-M appended to the Company Petition and does hereby declare the same to be binding on creditors and equity shareholders of both the Transferor and Transferee Companies.

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The parties to the amalgamation or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in

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regard to the working of the amalgamation.

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The order in prescribed Form No.42 be issued separately by the Registrar as per Rule 84 of Companies (Court) Rules, 1959.

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The said companies may file with the Registrar of Companies a certified copy of this order within fourteen days. The Official Liquidator shall be entitled to Rs.25,000/- each from the Transferor and Transferee

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Companies towards misc. expenses.

(Alok Sharma), J.

arn/

All corrections made in the order have been incorporated in the order being emailed.

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Arun Kumar Sharma, Private Secretary.

Bundi Agrimarketing Yard Pvt. Ltd. Vs

Case brief

What is this about?

What did the court decide?

Bundi Agrimarketing Yard Pvt. Ltd. Vs

Case brief

What is this about?

What did the court decide?

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