Allowed

Pearl Electronics Limited v. ------

Bombay HC9 Oct 2012CSP/603/2012

Case brief

AI extract

What is this about?

The High Court approved and made absolute three company scheme petitions under Sections 391-394 of the Companies Act, 1956, regarding the demerger and transfer of divisions. The court accepted undertakings to comply with statutory requirements including FEMA and share capital regulations, finding the scheme fair and not prejudicial.

What did the court decide?

The company scheme petitions nos. 602, 603, and 604 of 2012 were made absolute in terms of the prayers contained therein.

Pearl Electronics 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. 602 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 237 OF 2012

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NOUVEAU GLOBAL VENTURES LIMITED

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…Demerged Company/Transferor Company

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AND

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COMPANY SCHEME PETITION NO. 603 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 238 OF 2012

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PEARL ELECTRONICS LIMITED

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… Resulting Company – 1/ Transferee Company – 1

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AND

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COMPANY SCHEME PETITION NO. 604 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 239 OF 2012

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PEARL AGRICULTURE LIMITED

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… Resulting Company – 2/ Transferee Company - 2

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In the matter of Companies Act, 1956; And

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In the matter of Petition under Section 391 to 394 of the Companies Act, 1956; And

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In the matter of the Scheme of Arrangement between Nouveau Global Ventures Limited; Pearl Electronics Limited and Pearl Agriculture Limited.

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Ms. Neha Agarwal i/b M/s Universal Legal Advocates, for the Petitioners Mr. N.D Sharma i/b Dr. T.C. Kaushik for Regional Director in all the Petitions

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Coram: Anoop V. Mohta . J

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Date: 9^th October, 2012

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PC:

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Heard learned Counsel for Parties. No one else appeared.

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The matters were on board yesterday and adjourned today for taking instructions in view of affidavit filed by the Regional Director specifically paragraphs 6-A, B and C. No-one else appeared. I am satisfied that the order can be passed in terms of the approved draft minutes of order dated 9^th October 2012. The Companies even otherwise, under obligation to comply with the provisions of law in all respects. Therefore, the following order :

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The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of De-merger and Transfer of Electronics Division of Nouveau Global Ventures Limited to Pearl Electronics Limited, De-merger and Transfer of Agriculture Division of Nouveau Global Ventures Limited to Pearl Agriculture Limited.

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

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The Regional Director has filed an Affidavit dated 28^th September 2012, inter alia, stating therein that save and except as stated in paragraphs 6(a), (b) and (c) of the said Affidavit, it appears that the Scheme is not prejudicial to the interests of shareholders and public. In paragraphs 6(a), (b) and (c) it is stated that:

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That the Deponent further submits that,

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(a)As per clause 4 of Part 4 of the scheme, the authorized share capital of the Demerged Company will be consolidated and reclassified. In this connection the Demerged Company may be

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directed to file of Form No. 5 in compliance with provisions of section 94/97 of the Companies Act 1956,

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(b)As per clause 13 of Part 5 of the scheme, the authorized share capital of both the Resulting Companies are proposed to be increased. In this connection both the Resulting Companies may be directed to comply with provisions of section 94/97 read with Schedule X of the Companies Act 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms.

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(c) It is suggested that the excess of assets value over liability transferred to Resulting Company be treated as ‘Capital Reserve’ instead of Securities Premium and such reserve shall not be treated as free reserve in the books of Resulting Company.

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As far as the objection raised by the Regional Director in paragraph 6(a) of the affidavit dated 28^th September, 2012 is concerned, the Petitioner through its advocates/counsel undertakes to file, Form No. 5 in compliance with the provisions of section 94/97 of the Companies Act 1956. The said undertaking is accepted.

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As far as the objection raised by the Regional Director in paragraph 6(b) of the affidavit dated 28^th September, 2012 is concerned, the Petitioner through its advocates/counsel undertakes to comply with

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provisions of section 94/97 read with Schedule X of the Companies Act 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The said undertaking is accepted.

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As far as the objection raised by the Regional Director in paragraph 6(c) of the affidavit dated 28^th September, 2012 is concerned, the Petitioner through its advocates/counsel undertakes to treat excess of assets value over liability transferred to Resulting Companies as ‘Capital Reserve’ instead of Securities Premium and the Petitioner through its advocates/counsel further undertakes that such reserve shall not be treated as free reserve in the books of Resulting Companies. The said undertakings are accepted.

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The Learned Counsel for Regional Director pointed out that the Transferor / De-merged Company has a foreign shareholding of 0.14% and hence the Transferor / De-merged Company is required to comply with the rules/regulations of RBI / Foreign Exchange Management Act, 1999 (FEMA) and file necessary forms with respect to the same with the required statutory authorities. In the circumstances the Petitioner through its advocate/counsel undertake to comply with the rules/regulations of RBI / Foreign Exchange Management Act, 1999 (FEMA) and file necessary forms with respect

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to the same with the required statutory authorities. The said undertaking is accepted.

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10.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 parties concerned have come forward to oppose this Scheme in the Court.

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11.Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 602 of 2012 is made absolute in terms of prayer in clauses (a) to (r) of the Petition, Company Scheme Petition No. 603 of 2012 is made absolute in terms of prayer in clauses (a) to (r)of the Petition and Company Scheme Petition No. 604 of 2012 is made absolute in terms of prayer in clauses (a) to (r) of the Petition.

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12.The De-merged Company and the Resulting Companies to lodge a copy of this order and the scheme, duly authenticated by the Company Registrar, High Court, 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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13.The Petitioners are directed to file a copy of this order along with the copy of the Scheme of Arrangement, electronically along with E-Form

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21 in addition to physical copy within 30 (thirty) days from the date of the issuance of order by Registry.

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14.The Petitioner Company in all the aforesaid Petitions to pay cost of Rs. 10,000/- to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from the date of the order.

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

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16.All authorities concerned to act on a copy of this order duly authenticated by Company Registrar, High Court of Bombay.

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(Anoop V. Mohta J)

Pearl Electronics Limited v. ------

Case brief

What is this about?

What did the court decide?

Pearl Electronics Limited v. ------

Case brief

What is this about?

What did the court decide?

What the court decided

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