Case Note & Summary
This is a judgment of the Bombay High Court, Ordinary Original Civil Jurisdiction, in a Company Summons for Direction No. 335 of 2014. The applicant, Advantage Raheja Infraprojects Private Limited (the Sixth Transferor Company), along with several other transferor companies, sought sanction of a scheme of amalgamation with Pebble Bay Developers Private Limited (the Transferee Company). The scheme was proposed under Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956. The court noted that the Regional Director, Ministry of Corporate Affairs, had filed an affidavit stating no objection to the scheme, subject to compliance with applicable provisions. The Official Liquidator also filed a report stating no objection. The court, after considering the reports and the submissions of the applicant's counsel, found the scheme to be fair, reasonable, and not contrary to public interest. The court sanctioned the scheme, directing that the transferor companies be dissolved without winding up, and that the transferee company comply with all statutory requirements. The judgment was delivered by Justice G. S. Patel 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 multiple transferor companies with the transferee company - The Regional Director and Official Liquidator filed no-objection reports - The court found the scheme to be fair, reasonable, and not contrary to public interest - Held that the scheme is sanctioned subject to compliance with applicable statutory requirements (Paras 1-4).
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 under Sections 391 to 394 of the Companies Act, 1956, and ordered that the Transferor Companies be dissolved without winding up. The Transferee Company is directed to comply with all statutory requirements.
Law Points
- Scheme of amalgamation
- sanction of scheme
- no objection from Regional Director
- no objection from Official Liquidator
- compliance with Companies Act
- 1956
