Calcutta High Court
Roselab Commodities Pvt. Ltd. & Others vs Unknown on 24 August, 2009
Author: Aniruddha Bose
Bench: Aniruddha Bose
CP No.259 of 2009
Connected With
CA No.391 of 2009
IN THE HIGH COURT AT CALCUTTA
ORIGINAL SIDE
IN THE MATTER OF:-
ROSELAB COMMODITIES PVT. LTD. & OTHERS
For Petitioners :Mr.Rajesh Singh, Advocate.
For Central Government :Mrs.Kanta Ray, Advocate.
BEFORE:
The Hon'ble JUSTICE ANIRUDDHA BOSE
Date : 24th August, 2009.
The Court:-This application is taken out for confirmation of a scheme of arrangement between the three companies and their respective shareholders. On 15th May 2009, an Hon'ble Single Judge of this Court was pleased to dispensed with the requirement of holding meetings of the equity shareholders of the applicant-companies. In view of unconditional consent given by the shareholders to such scheme of arrangement. Thereafter, advertisements were published in two dailies once in 'The Statesman' and once in the 'Dainik Statesman'.
It is submitted by Mr.Singh that there was no objection from any quarter vis-à-vis a proposed scheme. The Central Government has filed an affidavit and in this affidavit observation has been made to the effect that the authorised share capital of the applicant no.3 is not sufficient to enable it to allot shares to the members of the transferee companies.
The other observation is that the accounting entries/adjustments as a consequence of the scheme of arrangement ought to be made as per Accounting Standard - 14 notified by the Central Government under Section 211(3A) of the Companies Act, 1956.
The learned Advocate appearing for the applicants submits that his clients would undertake to comply with both these requirements. 2
In view of the undertaking given by the petitioner company no.3, i.e.- 'Energetic Investments & Consultants Private Limited' through their learned Advocate that the authorized share capital would be increased, and that accounting entries/adjustments, as a consequence of the scheme of arrangement, are to be made as per the Accounting Standard - 14 notified by the Central Government under Section 211(3A) of the Companies Act, 1956, orders are passed in terms of prayers (a) to (o) of the petition.
In the event the petitioners supply a computerized printout of the scheme along with the schedule of assets in acceptable form, the department is directed to append such computerized printout upon verification, to the certified copy of the order without insisting on a handwritten copy.
The petitioners are directed to pay costs assessed at 300 GMs, to the Central Government.
With the aforesaid directions, C.P.No.259 of 2009 is disposed of.
All parties concerned are to act on a photostat signed copy of this order on the usual undertakings.
(ANIRUDDHA BOSE, J.) Nirmal Mukherjee Assistant Registar[C.R.]