Allowed

Addval Technology (India) Private Limited Vs

Bombay HC24 Feb 2012CSP/540/2011

Case brief

AI extract

What is this about?

The Bombay High Court sanctioned a Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956, merging two transferor companies with the transferee. The court accepted fulfillments of statutory compliances and undertakings regarding reserve utilization.

What did the court decide?

Company Scheme Petitions No. 540 and 541 of 2011 made absolute. Directions given for stamp duty, costs, and filing with ROC.

Addval Technology (India) Private Limited Vs — Insolvency and Bankruptcy | 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.540 OF 2011

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.503 OF 2011

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Addval Technology (India) Private Limited …Petitioner / Transferor Company 2

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AND

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COMPANY SCHEME PETITION NO.541 OF 2011

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.504 OF 2011

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Corliant Internetworking Private Limited

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…Petitioner /

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Transferor Company 1

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In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 (Act 1 of 1956); And

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In the matter of Scheme of Amalgamation of - Corliant Internetworking Private Limited (Transferor Company 1);

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And

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Addval Technology (India) Private Limited (Transferor Company 2)

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With

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Accenture Services Private Limited (Transferee Company) And

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their respective shareholders and creditors.

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Ms. Saeeda Bandukwala i/by J. Sagar Associates, Advocates for the Petitioners in both Petitions.

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Mrs. R. N. Sutar, Asstt. Official Liquidator, present in both Petitions

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Mr. C.J. Joy i/by Mr. H. P. Chaturvedi for the Regional Director in both Petitions

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CORAM : S. J. Kathawalla, J.

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DATE : 24^th February 2012

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PC:

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Heard learned counsels for the parties.

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The sanction of the Court is sought to a Scheme of Amalgamation under Sections 391 to 394 of the of the Companies Act, 1956 for the merger of Corliant Internetworking Private Limited, the Transferor Company No. 1 and Addval Technology (India) Private Limited, the Transferor Company No. 2 with Accenture Services Private Limited, the Transferee Company.

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The Counsel appearing on behalf of the Petitioners states that the Transferor Companies are wholly owned subsidiaries of the Transferee Company, as the entire issued, subscribed and paid-up share capital of both the Transferor Companies is held by the Transferee Company along with its nominees. My attention has been drawn to the Order dated 20^th August 2011 passed in the respective Company Summons for Direction dispensing with the filing of a separate Company Summons for Direction and Company Scheme Petition by the Transferee Company.

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Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per directions of this Court and the Petitioners have filed necessary affidavits of compliance. Moreover, Petitioner Companies undertake to comply with

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all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The undertaking is accepted.

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The Regional Director has filed an Affidavit in the above Petitions stating therein that save and except as stated in paragraph 6 of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of the shareholders and public. In paragraph 6 of the Affidavit, it is stated that:

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“That the Deponent further submits that, in Clause 10(e) of the Scheme, it is stated that the excess/shortfall, if any, between difference in the value of the assets and liabilities as recorded in the books of the Transferor Companies as on the appointed date and the value at which the investment in the shares of the Transferor Companies is recorded by the Transferee Company, shall be adjusted against the General Reserve in the books of the Transferee Company. In this connection it is submitted that the Reserve arising out of this scheme shall be treated as “Amalgamation Reserve” and shall not be utilized for the purpose of declaring dividend by the Transferee Company in future.”

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So far as the objection raised in paragraph 6 of the Affidavit of the Regional Director is concerned, the Petitioners through their Counsel states that in the likelihood of a ‘shortfall’, as stated in paragraph 5 above, the same shall be adjusted against the existing General Reserves of the Transferee Company. However, the Petitioners through their Counsel undertakes that the reserve arising out of the

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Scheme shall be treated as ‘Amalgamation Reserve’ and shall not be utilized for the purpose of declaring dividend by the Transferee Company in the future. The said undertaking is accepted.

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The Official Liquidator has filed his report stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved.

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From 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 have come forward to oppose the Scheme.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.540 of 2011 and Company Scheme Petition No.541 of 2011 are made absolute in terms of prayers (a) to (f) of the respective Petitions.

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The Petitioners 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 the order.

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The Petitioners in both Petitions to pay costs of Rs.10,000/each to the Regional Director and the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today.

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Petitioners to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with e-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry.

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

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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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(S. J. Kathawalla, J.)

Addval Technology (India) Private Limited Vs

Case brief

What is this about?

What did the court decide?

Addval Technology (India) Private Limited Vs

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

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