Case Note & Summary
The judgment pertains to a Company Summons for Direction No. 336 of 2014 filed before the Bombay High Court under the Companies Act, 1956. The applicant, Advantage Raheja Infrastructure Private Limited (the seventh transferor company), along with 15 other transferor companies, sought sanction of a scheme of amalgamation with Pebble Bay Developers Private Limited (the transferee company). The transferor companies included 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 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 all statutory requirements under the Companies Act, 1956 were complied with. No objections were received from the Regional Director or the Official Liquidator. The court found the scheme to be fair and reasonable and in the interest of the shareholders and creditors. Consequently, the court sanctioned the scheme of amalgamation, directing that the transferor companies be dissolved without winding up. The judgment was delivered on 7th November 2025.
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 16 transferor companies with the transferee company - The court noted that all statutory requirements were complied with, no objections were raised by the Regional Director or the Official Liquidator, and the scheme was fair and reasonable - Held that the scheme is sanctioned and the transferor companies stand dissolved without winding up (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 and ordered that the transferor companies be dissolved without winding up.
Law Points
- Scheme of amalgamation
- sanction of court
- compliance with statutory requirements
- no objection from authorities
- protection of shareholders and creditors
