Case Note & Summary
This is a company summons for direction filed by D.B.R Properties Private Limited, the fifteenth transferor company, seeking sanction of a scheme of amalgamation of fifteen transferor companies with Pebble Bay Developers Private Limited, the transferee company. The transferor companies include Galleria Developers Private Limited, Advantage Raheja Builders Private Limited, Advantage Raheja Construction Private Limited, Advantage Raheja Developers Private Limited, Advantage Raheja Hospitality Private Limited, Advantage Raheja Infraprojects Private Limited, Advantage Raheja Infrastructure Private Limited, Advantage Raheja Properties Private Limited, Advantage Raheja Resorts and Hotels Private Limited, Annonay Traders and Developers Private Limited, B. Raheja Infrastructure Private Limited, Santorini Realty Private Limited, Beau Rivage Investment and Finance Private Limited, Beau Rivage Trading Company Private Limited, and D.B.R Properties Private Limited. The applicant company is incorporated under the Companies Act, 1956 with its registered office at Raheja Chambers, Linking Road & Main Avenue, Santacruz (west), Mumbai. The court, presided over by Justice G.S. Patel, considered the application on 2nd May 2014. The court noted that all statutory requirements under the Companies Act, 1956 had been complied with, including the convening of meetings of shareholders and creditors, and that no objections had been received from any authorities or interested parties. The court found the scheme to be fair, reasonable, and not contrary to public policy. Accordingly, the court sanctioned the scheme of amalgamation, directing that the transferor companies be dissolved without winding up, and that the transferee company take over all assets and liabilities of the transferor companies. The court also directed that the costs of the application be borne by the applicant.
Headnote
A) Company Law - Scheme of Amalgamation - Sanction under Sections 391 to 394 of the Companies Act, 1956 - Court sanctioned the amalgamation of fifteen transferor companies with the transferee company after noting compliance with all statutory requirements, no objections from authorities, and protection of interests of shareholders and creditors - Held that the scheme is fair and reasonable and not contrary to public policy (Paras 1-4).
Issue of Consideration
Whether the proposed scheme of amalgamation of fifteen transferor companies with the transferee company should be sanctioned by the court under Sections 391 to 394 of the Companies Act, 1956.
Final Decision
The court sanctioned the scheme of amalgamation, ordered dissolution of the transferor companies without winding up, and directed the transferee company to take over all assets and liabilities. Costs to be borne by the applicant.
Law Points
- Scheme of amalgamation
- sanction of court
- compliance with statutory requirements
- no objection from authorities
- protection of shareholders and creditors
