Case Note & Summary
The judgment concerns a Company Summons for Direction No. 330 of 2014 filed in the High Court of Judicature at Bombay under the Companies Act, 1956. The applicant, Galleria Developers Private Limited, along with 17 other transferor companies, sought sanction of a scheme of amalgamation with Pebble Bay Developers Private Limited, the transferee company. The transferor companies included 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 court, presided over by Justice G. S. Patel, considered the summons for direction. The applicant was represented by Mr. Rahul R. Mahajan along with Mr. Amit Surve from Fortitude Law Associates. The court noted that the statutory requirements under the Companies Act had been complied with, including the holding of meetings of shareholders and creditors, and that no objections had been received. The court sanctioned the scheme of amalgamation, subject to compliance with directions regarding the filing of necessary documents and payment of fees. The judgment was delivered on 2nd May 2014.
Headnote
A) Company Law - Scheme of Amalgamation - Sanction under Sections 391-394 of the Companies Act, 1956 - The court considered a summons for direction seeking sanction of a scheme of amalgamation of 18 transferor companies with the transferee company - The court noted that the statutory requirements had been complied with, including meetings of shareholders and creditors, and no objections were received - The court sanctioned the scheme with directions for compliance with procedural formalities (Paras 1-6).
Issue of Consideration
Whether the proposed scheme of amalgamation of the transferor companies with the transferee company should be sanctioned under Sections 391 to 394 of the Companies Act, 1956.
Final Decision
The court sanctioned the scheme of amalgamation of the transferor companies with the transferee company, subject to compliance with directions regarding filing of documents and payment of fees.
Law Points
- Scheme of Amalgamation
- Transferor Companies
- Transferee Company
- Shareholders
- Creditors
- No Objection
- Compliance with Directions
