S.B. M Estates And Development Pvt Ltd v. 0

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.831 OF 2014.

CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 780 OF 2014. S.B.M. ESTATES AND DEVELOPMENT PVT LTD ....Petitioner/ First Transferor Company AND COMPANY SCHEME PETITION NO.832 OF 2014.

CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 781 OF 2014. SAMRAT TANKAGES PRIVATE LIMITED ....Petitioner/ Second Transferor Company AND COMPANY SCHEME PETITION NO.833 OF 2014.

CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 782 OF 2014. SAMRAT SHIPPING COMPANY PRIVATE LIMITED ....Petitioner/ Transferee Company In the matter of the Companies Act, 1 of 1956 and other relevant provision of Companies Act, 2013;

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 S.B.M. ESTATES AND DEVELOPMENT PVT LTD, the First Transferor Company AND SAMRAT TANKAGES PRIVATE LIMITED, the Second Transferor Company WITH SAMRAT SHIPPING COMPANY PRIVATE LIMITED, the Transferee Company Called for hearing Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners in all Petitions.

Mrs. S. V Bharucha i/b Dr. H. Chaturvedi for Regional Director in all Petitions.

Mr. S. Ramakantha, Official Liquidator, present in CSP Nos. 831 and 832 of 2014.

CORAM: S. J. Kathawalla, J.

DATE : 13th March, 2015 PC:

1.

Heard Learned Counsel for the parties. No objector has come before the court to oppose the Scheme and nor has any party controverted any averments made in the Petitions.

2.

The sanction of the Court is sought to a Scheme of Amalgamation of S.B.M. ESTATES AND DEVELOPMENT PVT LTD, the First Transferor Company and SAMRAT TANKAGES PRIVATE LIMITED, the Second Transferor Company with SAMRAT SHIPPING COMPANY PRIVATE LIMITED,

the Transferee Company, under Sections 391 to 394 of the Companies Act, 1956.

3.

The Learned Counsel for the Petitioners states that the First Transferor Company is carrying on business of builders, developers and deal in real estate business and construction of building, flats, shops, offices etc.

, to purchase for investment or re-sale in land and house or other and the Second Transferor Company is caring on business of tank farms, tankages, pipelines, stores, warehouses for import, storage, distribution of crude oil, petroleum products including petrol, gasoline, high speed diesel oil, kerosene, furnace oil, lubricating oils, greases and other lubricants liquid petroleum gases, chemicals, heavy chemicals, alkalies and acids and the Transferee Company is caring on business of purchase, charter, hire or otherwise acquire, sell exchange let or charter either in India or in any other country or otherwise deal with steam and other ships or vessels of any description with all equipment and furniture.

elimination of duplication, and rationalisation of administrative expenses and that the consolidation of the companies would also result in financial and tax efficiencies and that the Common facilities such as manpower, office space and other infrastructure could be better utilized and duplication of facilities could be avoided resulting in optimum use of facilities and that the Greater efficiency in cash management and unfettered access to cash flow generated by the combined business which can be deployed more efficiently, to maximize shareholder value; and that there will be better operational synergy and fund raising capabilities and opportunities will be comfortably enhanced, resulting into cost efficiency coupled with greater financial flexibility.

4.

Learned Counsel for the Petitioners further states that the Board of Directors of the Petitioner Companies have approved the said Scheme of Arrangement by passing Board Resolutions which are annexed to the respective Company Scheme Petitions.

5.

The Learned Counsel for the Petitioners further states that, Petitioner Companies have complied with all the directions passed in the respective Company Summons for Directions and that the respective Company Scheme Petitions have been filed in consonance with the orders passed in respective Company Summons for Directions.

6.

The Learned Counsel appearing on behalf of the Petitioners have stated that the Petitioner Companies have complied with all requirements as per directions of this Court and they have filed necessary affidavit of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 / 2013 and rules made there under whichever is applicable. The said undertaking is accepted. 7.

The Official Liquidator has filed his report on 13th day of February, 2015 in Company Scheme Petition Nos. 831 and 832 of 2014 stating 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 8.

The Regional Director has filed an Affidavit on 25th day of February, 2015 stating therein, save and except as stated in paragraph 6, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, the Regional Director has stated that:- "6. 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 effect to the amalgamation, The decision of the Income Tax Authority is binding on the petitioner company. 9.

So far as the observation in paragraph 6 of the Affidavit of Regional Director is concerned, the Learned Counsel for the Petitioner Companies submit that the Petitioner Companies are bound to comply with all

applicable provisions of 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. M. Chandana Muthu, Joint Director Legal 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 Petitioners. The above undertaking is 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. 831 and 832 of 2014 are made absolute in terms of prayers clause (a), (b) and (d) and Company Scheme Petition No. 833 of 2014 is made absolute in terms of prayer clauses (a) and (c). 14.

The Petitioner Companies to file a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), 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 the Order.

15.

Petitioners are directed to file a certified copy of 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 Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in the Company Scheme Petition Nos. 831 and 832 of 2014 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the Order. 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 Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

(S. J. Kathawalla, J.)