Mahavir Greenhouse Projects Pvt.Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.303 OF 2016 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 332 OF 2016. MAHAVIR GREENHOUSE PROJECTS PRIVATE LIMITED .....Petitioner/the Transferor Company COMPANY SCHEME PETITION NO.304 OF 2016 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 331 OF 2016. SHREE GANPATI JUTE PRODUCTS PRIVATE LIMITED.

.....Petitioner/the Transferor Company.

AND COMPANY SCHEME PETITION NO.305 OF 2016 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 333 OF 2016. DURGAPUR SPONGE PRIVATE LIMITED.

.....Petitioner/the Transferor Company.

AND COMPANY SCHEME PETITION NO.306 OF 2016 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.334 OF 2016 SHREE VEER BALAJI TEXTILES PRIVATE LIMITED.

.....Petitioner/the Transferor Company.

AND COMPANY SCHEME PETITION NO.307 OF 2016 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.335 OF 2016 HARIT FABTEX (INDIA) PRIVATE LIMITED.

.....Petitioner/the Transferee Company.

In the matter of the Companies Act, 1956 (1 of 1956) ;

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

AND In the matter of Scheme of Amalgamation of Shree Ganpati Jute Products Private Limited, the First Transferor Company, Mahavir Greenhouse Projects Private Limited, the Second Transferor Company, Durgapur Sponge Private Limited, the Third Transferor Company and Shree Veer Balaji Textiles Private Limited

the Fourth Transferor Company with Harit Fabtex (India) Private Limited, the Transferee Company.

Called for Hearing Mr. Chandrakant Mhadeshwar, Advocate for Petitioner Company. Mr. Neelesh V. Kalantri i/b Pankaj Kapoor for Regional Director in all the Petitions.

Mr. Vinod Sharma, Official Liquidator present in C.S.P Nos. 303 to 306 of 2016.

Coram : A. K. Menon, J.

Date: 22nd September, 2016.

PC:

1.

Heard learned counsel for parties. None appears before the Court to oppose the Scheme and nor any party has controverted any averments made in the Petition.

2.

The sanction of the Court is sought under Sections 391 to 394 and other relevant provision of Companies Act, 2013, to a Scheme of Amalgamation of Shree Ganpati Jute Products Private Limited, the First Transferor Company, Mahavir Greenhouse Projects Private Limited, the Second Transferor Company, Durgapur Sponge Private Limited, the Third Transferor Company and Shree Veer Balaji Textiles Private Limited the Fourth Transferor Company with Harit Fabtex (India) Private Limited, the Transferee Company.

3.

The Petitioner Companies have approved the said Scheme of Amalgamation by passing the Board Resolutions which are annexed to the respective Company Scheme Petitions.

4.

The learned Advocate for the Petitioners states that the Petitioner Companies have complied with all the directions passed in Company Summons for Direction and that the Petitions have been filed in consonance with the orders passed in respective Company Summons for Direction.

5.

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

6.

The Official Liquidator has filed his report on 19th September, 2016 in Company Scheme Petition Nos. 303 of 2016 to 306 of 2016, inter alia, stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved.

7.

The Regional Director has filed his Affidavit on 16th September, 2016 inter alia, stating therein that save and except as stated in paragraphs 6 (a) to (c) of the said Affidavit, it appears, according to Regional Director that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6 (a) to (c) of the said Affidavit, the Regional Director has stated that :

"6. That the Deponent further submits that:-

(a) In addition to the compliance of Accounting Standard -14,the Transferee Company shall pass such accounting entries which are necessary I connection with the scheme to comply with other applicable Accounting Standard such as AS-5etc. (b) Regarding Clause 14 of the scheme, it is submitted that the surplus if any arising out of the scheme shall be credited to Capital Reserve and deficit if any arising out of the scheme shall be debited to goodwill account of Transferee Company (c) 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 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 to the amalgamation The decision of the Income Tax Authority is binding on the petitioner company."

8.

So far as the observation in paragraph 6 (a) of the Affidavit of Regional Director is concerned, the Petitioner /Transferee Company through its counsel undertakes that in addition to compliance of Accounting Standard 14, the Transferee Company will pass such accounting entries which are necessary in connection with this Scheme to comply with any other Accounting Standards.

9.

So far as the observations made in paragraph 6 (b) of the Affidavit of the Regional Director is concerned, the Transferee Company through its Counsel undertakes that the surplus if any arising out of the Scheme shall be credited to Capital Reserve an deficit if any arising out of the scheme shall be debited to goodwill account of Transferee Company. 10.

So far as the objection of the Regional Director, Western Region, Mumbai, as stated in paragraph 6(c) of his Affidavit is concerned, the Petitioners are bound to comply with all applicable provisions of the Income Tax Act and all tax issues arising out of the Scheme will be met and answered in accordance with law.

11.

The Learned Counsel for Regional Director on instructions of Mr. Mr. S. Ramakanth, Joint Director in the office of the Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai states that they are satisfied with the undertakings given by the Advocate for the Petitioner Company. The said undertakings are accepted. 12.

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.

13.

Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos.303 of 2016 to 306 of 2016 are made absolute in terms of prayer clauses (a) to (c) and Company Scheme Petition Nos.307 of 2016 is made absolute in terms of prayer clauses (a) and (b) 14.

The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court, 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 this order.

15.

Petitioner is directed to file/lodge a copy of this 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.

16.

The Petitioners in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioners in the Company Scheme Petition No. 303 of 2016 to 306 of 2016 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 17.

Filing and issuance of the drawn up order is dispensed with. 18.

All concerned regulatory authorities to act on a copy of this order along with the Sch eme duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

(A. K. Menon, J.) 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.

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