Allowed

Loop Mobile Holdings India Limited Vs

Bombay HC20 Oct 2012CSP/180/2012

Case brief

AI extract

What is this about?

This judgment sanctioned a Scheme of Amalgamation under Section 391 of the Companies Act, 1956 between Capital Global Ltd., Loop Telecommunications Holdings India Limited, and Loop Mobile Holdings India Limited. The Court held the scheme fair and reasonable, subject to compliance with Regional Director's objections and amendment authorization.

What did the court decide?

Scheme sanctioned; petitions for sanction made absolute; leave to amend scheme granted; directions for stamp duty, registrar filing, and costs.

Loop Mobile Holdings India Limited Vs — Company and Corporate | Bombay HC (2012)

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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 SCHEME PETITION NO 179 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 84 OF 2012

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Loop Telecommunications Holdings India Limited

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..............Petitioner/Transferor Company No.2

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AND

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COMPANY SCHEME PETITION NO 180 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 85 OF 2012

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Loop Mobile Holdings India Limited

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...........Petitioner/Transferee Company

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In the matter of Sections 391 to 394 of the Companies Act, 1956;

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And

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In the matter of Scheme of Amalgamation

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Between

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Capital Global Ltd., (“Transferor Company No. 1”)

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And

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Loop Telecommunications Holdings India Limited (“Transferor Company No. 2”)

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With

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Loop Mobile Holdings India Limited (“Transferee Company”) And

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Their Respective Shareholders.

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Mr. Hemant Sethi, i/b Hemant Sethi & Co. Advocates for the Petitioners.

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Mrs. R.N. Suttar, Asst. Official Liquidator in Company Scheme Petition No 179 of 2012.

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Mr. C. J. Joy with Ms. Neeta Masurkar, i/b Dr. T. C. Kaushik for Regional Director in both the Petitions.

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CORAM: ANOOP V. MOHTA, J

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DATE: 20^TH OCTOBER 2012

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P.C:

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1. Heard learned counsel for the parties. No one else appeared. I am satisfied that the order can be passed on the basis of the draft Minutes of Order dated 20^th October, 2012 submitted by the Petitioner – Transferee Company. The Petitioner – Transferee Company has filed additional affidavit so also the Regional Director. The parties took commercial decisions upon their market / business strategies by taking opinions of experts in every aspect. The Court’s jurisdiction / domain is quite limited. It is made clear that the scheme is sanctioned subject to compliance of all statutory provisions.

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1. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation between Capital Global Ltd., (“Transferor Company No. 1”) and Loop Telecommunications Holdings India Limited (“Transferor Company No. 2”) With Loop Mobile Holdings India Limited, (“Transferee Company”) And their respective shareholders.

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1. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted.

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1. The Regional Director has filed an Affidavit dated 13^th April 2012 stating therein that save and except as stated in paragraphs 6(a) to 6(d) of the said Affidavit in reply, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) to 6 (d) of the said Affidavit, the Regional Director has stated that:

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(a) Clause 6.3.4 of the scheme is contrary to clauses 6.3.2 & 6.3.3 of the scheme. Hence the said clause 6.3.4 be deleted or amended suitably in consonance with clause 6.3.2 and 6.3.3 of the scheme.

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(b) Clause 9.3 of the scheme provided for deregistration/dissolution without winding up of the First Transferor Company as per applicable laws of Mauritius. In this connection Transferee Company shall comply with RBI/FEMA Regulations as applicable in this regard.

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(c) In clause 6.2.2 of the Scheme, it is stated that share application money, if any received by LTHIL and CGL and outstanding in their books of account as on the effective date pending allotment, shall stand transferred to LMHIL and be treated as share application money for shares in LMHIL. In this connection it is submitted that such share application money be treated as “Unsecured Loan” in the books of the Transferee Company as is not the share application money of the Transferee Company.

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(d) The Central Bureau of Investigation had carried out investigation in Loop Telecom Limited (LTL) and Loop Mobile (India) Limited (LMIL), relating to allocation of 2G Spectrum, based on which both the companies and Mr. I.P Khaitan and Mrs Kiran Khaitan, being an ultimate promoter of LTL and LMIL, have been charged sheeted for offences under section 120B and 420 of the Indian Penal Code and the said matter is sub-judice. In this connection, the Transferee Company has submitted letter dated 11/04/2012 which is annexed hereto and marked as Exhibit-D. In the said letter it is submitted by the Transferee Company that that both the Transferor Companies are subsidiary of the Transferee Company. Both the Transferor Companies have invested shares in Loop Mobile (India) Limited (LMIL). However, the

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Transferee Company has submitted that post amalgamation there will not be diluation in the shares held in the capital of LMIL by the Transferee Company. Similarly there will not be any impact on the Capital Structure of LTL due to the said amalgamation. This is for the information of this Hon’ble High Court.

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As far as objections raised in paragraph 6 of the Affidavit of Regional Director is concerned, the Petitioner/Transferee Company has filed an Affidavit dated 15^th October 2012 and has undertaken to comply with all the objections raised by the Regional Director.

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The Regional Director has filed further Affidavit dated 17^th October 2012 and has observed that since the Petitioner/Transferee Company has undertaken to comply with all the objections, the Scheme is not prejudicial to the interest of shareholders and public.

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The Counsel for the Petitioner has tendered draft amendment seeking leave to amend the Scheme. The draft amendment is taken on record and marked “X’ for identification. The amendment of the Scheme is allowed in terms of the draft amendment. The amendment shall be carried out by the Petitioners within two weeks from the date of this order.

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The Official Liquidator has filed his report dated 28^th September 2012 in Company Scheme Petition No. 179 of 2012 stating therein that the Affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved by this Court.

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From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme in the court.

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1. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 179 of 2012 and Company Scheme Petition No. 180 of 2012 filed by the Transferor Company No.2 and the Transferee Company are made absolute in terms of prayer clauses (a) of the respective Petitions.

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1. The Petitioner Companies to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court (O.S.), Bombay, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of this Order.

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1. Petitioner Companies are directed to file a copy of this order along with a copy the Scheme of Amalgamation with the concerned Registrar of companies, electronically, along with E-form 21, in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry.

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1. The Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in Company Scheme Petition No.179 of 2012 to pay cost of Rs. 10,000/- to the Official Liquidator, High Court, Bombay. The Costs to be paid within four weeks, from today.

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1. Filing and issuance of the drawn up order is dispensed with.

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15). All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, (O.S.), Bombay.

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(ANOOP V. MOHTA, J)

Loop Mobile Holdings India Limited Vs

Case brief

What is this about?

What did the court decide?

Loop Mobile Holdings India Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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Statutes considered

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