Allowed

Capgemini Consulting India Pvt. Ltd. v. ---------------------------------------

Bombay HC13 Jun 2008CP/186/2008

Case brief

AI extract

What is this about?

The Court sanctioned the scheme of amalgamation between Capgemini Consulting India Pvt.Ltd. (Transferor) and Capgemini India Pvt.Ltd. (Transferee) under Sections 391-394 of the Companies Act, 1956, holding it fair, reasonable, and compliant with statutory requirements after addressing objections from the Regional Director.

What did the court decide?

Company Petition No.186 of 2008 and Company Petition No.185 of 2008 made absolute; authorized share capital of transferee increased automatically to Rs.148 crores without further act or payment of fee

Capgemini Consulting India Pvt. Ltd. Vs… — Company and Corporate | Bombay HC (2008)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY PETITION NO.186 OF 2008
CONNECTED WITH
COMPANY APPLICATION NO.77 OF 2008

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Capgemini Consulting India
Pvt.Ltd. .. Transferor Co.

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WITH

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COMPANY PETITION NO.185 OF 2008
CONNECTED WITH
COMPANY APPLICATION NO.76 OF 2008

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Capgemini India Pvt.Ltd. .. Transferee Co.

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Mr.Naushad Engineer with Daljeet Singh Bhatia
i/b. ALMT Legal for petitioners.
Mr.S.Ramakantha, Dy.O.L. present
Ms.Heena Shah i/b. Mr.S.K.Mahapatra for R.D.

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CORAM :S.C.DHARMADHIKARI, J.
DATE:13th June 2008

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P.C.

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.Heard learned Counsel for the parties.

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2.The sanction of the Court is sought under
sections 391 to 394 of the Companies Act, 1956 to
the scheme of amalgamation of Capgemini
Consulting India PPvt.Ltd. the "Transferor
Company" with Capgemini India Pvt.Ltd. the
"Transferee Company".

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3.Learned Counsel appearing on behalf of
the petitioners has stated that they have
complied with all requirements as per directions
of this Court and they have filed necessary
affidavits of compliance in the Court.
Petitioner companies also undertake to comply
with all statutory requirements if any, as
required under the Companies Act, 1956 and the
Rules made threunder.

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4.The Regional Director has filed his
affidavit as per section 394A of the Companies
Act. In para 6(a) of the said affidavit, he has

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asked for the compliance of the provisions of
Sections 94 and 97 read with Schedule X of the
Companies Act, 1956 in respect of filing of
necessary forms with Registrar of Companies with
ROC fees and Stamp Duty as applicable. Also in
para 6(b) of the said affidavit hhe has asked the
Transferee company to comply with the provisions
of Section 17A of the Companies Act, 1956 and in
para 6(c) of the said affidavit he has asked the
petitioner company to furnish an undertaking that
they shall comply with the accounting treatment
as prescribed under Accounting Standard - 14 i.e.
Accounting for Amalgamation issued by the
Institute of Chartered Accountants of India. It
is further stated that save as aforesaid, that
the scheme is not prejudicial to the interest of
creditors and shareholders and public.

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5.In reply to the objections raised by the
Regional Director in paragraph 6(a) to 6(c) of
his affidavit, the transferee company has filed

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its affidavit dated 11th April 2008. So far as
objection raised at para 6(a), the transferee
company has cited and annexed several judgements
of this Court as well as of other courts and
stated that the said objection is unsustainable
and that he the peti oner is exemped from
complying with the provisions of Sections 94 and
97 read with Schedule X of the Companies Act in
respect of filing of necessary forms wih he
Registrar of Companies and that it isfurther
exempted from payment of additional fees and
stamp duty as applicable for the increase of its
authorised capital to Rs.50,00,00,000/-. So far
as of objections in para 6(b) and 6(c) are
concerned, both the petitioner companies have
filed their affidavits dated 16th and 11th April
2008 respectively and undertaken to comply with
the requisite procedure for change in registered
office and also confirmed that they will comply
with the Accounting Treatment as prescribed under
Accounting Standard - 14 i.e. Accounting for

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Amalgamation issued by the Institute of Chartered
Accountants of India.

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6.Pursuant to the objection raised by the
Regional Director vide para 6(a) of his affidavit
dated 3rd April 2008 as stated above, the
petitioners have also amended clause 15 part IV -
General of the Scheme of Amalgamation annexed as
Exh.L to the petition. This amendment has been
filed in this Court by the Transferor and
Transferee companies by their Affidavits dated
12th and 13th May 2008 respectively. Clause 15
Part IV - General of the Scheme of Amalgamation
annexed as Exh.L to the petition shall stand
amended accordingly.

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7.The O.L. has filed his request in
Company Petition No.186 of 2008 stating that the
affairs of the Transferor company has been
conducted in a proper manner and therefore the
transferor company may be ordered to be

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dissolved.

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8.Upon perusal of the entire material
placed on record, the scheme appears to be fair
and reasonable and is not violative of any
provisions of law and is not contrary to any
public policy. None of the parties concerned
have come forward to oppose the scheme.
Moreover, the Regional Director has stated that
the sc4heme as proposed is not prejudicial to the
interests of creditor, shareholders and public.

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9.Since all therequisite statutory
compliances have been fulfilled, Company Petition
No.186 of 2008 filed by the Transferor Company is
made absolute in terms of prayer clauses (a) to
(e) and Company Petition No.185 of 2008 filed by
the Transferee Company is made absolute in terms
of prayer clauses (a) to (g).

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10.It is further clarified that pursuant to

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the amendment carried out to Clause 15 of the
Scheme, as regards prayer clause (e) of the
Company Petition No.185 of 2008, the authorised
share capital of the transferee company shall
stand increased from the present Rs.8,00,00,000/-
to Rs.148,00,00,000/- divided into 14,80,000
equity shares of Rs.100 each without any further
act, instrument, deed or resolution on the part
of the transferee company and without any payment
of stamp duty and/or ROC fees.

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11.The petitioner companies to lodge a copy
of this order and the Scheme with the concerned
Superintendent of Stamps for the purpose of
adjudication of stamp duty payable, if any, on
the same within 30 days of obtaining the
certified copy and/or an authenticated copy of
the order.

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12.The petitioners in all the company
petitions to pay cost of Rs.5000/- each to the

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Regional Director in all the petitions and to the
official liquidator by the petitioner in the
petition filed by the Transferor company. Costs
to be paid within four weeks from today.

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13.Filing and issuance of the drawn up order
is dispensed with. All authorities to act on a
copy of this order along with scheme duly
authenticated by the Company Registrar.

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(S.C.Dharmadhikari, J)

Capgemini Consulting India Pvt. Ltd. v. ---------------------------------------

Case brief

What is this about?

What did the court decide?

Capgemini Consulting India Pvt. Ltd. v. ---------------------------------------

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

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