Allowed

Unisol Infraservices Private Ltd. v. ----------

Bombay HC21 Jun 2013CSP/147/2013

Case brief

AI extract

What is this about?

This order makes a Scheme of Amalgamation absolute involving Unisol Infraservices Private Limited, Skyline Caterers Private Limited, and Sodexo Food Solutions India Private Limited. The court found the scheme fair, reasonable, and compliant with statutory requirements after addressing objections regarding creditor claims and accounting adjustments.

What did the court decide?

Company Scheme Petitions No. 147, 148, and 149 of 2013 made absolute; application to Stamp Duty Authority and filing of Order and Scheme with Registrar of Companies via E-Form 21 directed; costs award

Unisol Infraservices Private Ltd. Vs ---------- — Company and Corporate | Bombay HC (2013)

¶1

IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

¶2

COMPANY SCHEME PETITION NO. 147 OF 2013

¶3

CONNECTED WITH

¶4

COMPANY SUMMONS FOR DIRECTION NO. 716 OF 2012

¶5

UNISOL INFRASERVICES PRIVATE LIMITED

¶6

…Petitioner/Transferor Company No.1

¶7

AND

¶8

COMPANY SCHEME PETITION NO. 148 OF 2013

¶9

CONNECTED WITH

¶10

COMPANY SUMMONS FOR DIRECTION NO. 717 OF 2012

¶11

SKYLINE CATERERS PRIVATE LIMITED

¶12

…Petitioner/Transferor Company No.2

¶13

AND

¶14

COMPANY SCHEME PETITION NO. 149 OF 2013

¶15

CONNECTED WITH

¶16

COMPANY SUMMONS FOR DIRECTION NO. 718 OF 2012

¶17

SODEXO FOOD SOLUTIONS INDIA PRIVATE LIMITED

¶18

… Petitioner/Transferee Company

¶19

In the matter of Companies Act I of 1956;

¶20

And

¶21

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

¶22

And

¶23

In the matter of Scheme of Amalgamation of Unisol Infraservices Private Limited And Skyline Caterers Private Limited (Transferor Companies)

¶24

¶25

With Sodexo Food Solutions India Private Limited (Transferee Company) and their respective shareholders and creditors

¶26

Called for Hearing

¶27

Ms. Khooshnum R. Daviervala i/b Mulla & Mulla & Craigie Blunt & Caroe, Advocates for the Petitioners in both the Petitions.

¶28

Mr. R. N. Sutar, Asst. Official Liquidator present in Company Scheme Petition Nos. 147 of 2013 and 148 of 2013.

¶29

Mr. S. V. Bharucha, i/b. H. P. Chaturvedi for Regional Director in all the Company Scheme Petitions.

¶30

Coram: Ranjit More J. Dated: 21^st June, 2013

¶31

Heard counsel for the parties. .

¶32

The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Unisol Infraservices Private Limited and Skyline Caterers Private Limited with Sodexo Food Solutions India Private Limited and the respective shareholders and creditors.

¶33

The Learned Counsel for the Petitioners state that the Petitioner in Company Petition No.147 of 2013 is presently engaged in the business of Housekeeping Services, Petitioner in Company Petition No.148 of 2013 is presently engaged in the business of providing and rendering Catering, Housekeeping and Allied Services to Oilfield Industries and other Institutions and Petitioner in Company Petition No.149 of 2013 is presently engaged in the business of providing and rendering Catering, Housekeeping and Allied Services to Oilfield Industries and

¶34

¶35

other Institutions. The amalgamation of the Transferor Companies and Transferee Company will result in various benefits viz. Combined capital resources would strengthen the financial position of the merged entity, pooling of the resources would result into savings of costs, significant reduction in the multiplicity of legal and regulatory compliances required to be carried out and consequent reduction in cost, and it shall benefit for reduction in regulatory and procedural compliance resulting in cost saving in fees and/or duties payable on statutory and procedural compliance, integration, rationalization and streamlining the management structure of the merged entities, facilitating inter transfer of resources and/or properties and optimum utilization of assets. The Transferor Companies and the Transferee Company have approved the said Scheme by passing Board Resolutions which are annexed to the respective Company Scheme Petitions.

¶36

The Learned Counsel for the Petitioners further states that the Petitioner Companies have complied with all the directions passed in Company Summons for Directions and that the Company Scheme Petitions have been filed in consonance with the Orders passed in the respective Summons for Directions.

¶37

The Learned Counsel for the Petitioner states that they have filed an Affidavit dated 8^th May 2013 of Ms. Binju Vora, Authorized Signatory as the Petitioner being Transferee Company, has received 9 letters of claim from its unsecured creditors which are annexed as Exhibits A-1 to A-9 to the said Affidavit. The Learned Counsel for the Petitioner states that the Petitioner being Transferee Company has paid some of the claim of the creditors as mentioned hereinbelow :

¶38

¶39

(i) The Petitioner Company has received a letter of claim dated 21^st March, 2013 from its unsecured creditor Labhlaxmi Agencies for Rs.4,13,607/-. The Learned Counsel for the Petitioner states that the Petitioner Company has made payment to the said creditor accordingly. The abovementioned creditor has given a No Dues letter dated 5^th April 2013 and withdrawn the objection raised by them, which is annexed as EXHIBIT “B” to the said Affidavit.

¶40

(ii) The Petitioner Company has received a letter of claim dated 21^st March 2013 from its unsecured creditor Mr. Anil C. Brahmecha for Rs.39,279/-. The Learned Counsel for the Petitioner states that the Petitioner Company has made payment to the said creditor accordingly. The abovementioned creditor has given a No Dues letter dated 5^th April 2013 and withdrawn the objection raised by them, which is annexed as EXHIBIT “C” to the said Affidavit.

¶41

(iii) The Petitioner Company has received a letter of claim dated 21^st March, 2013 from Sunita V. Jain for Rs. 1,12,323/-. The Petitioner has called for Service Tax Challans by email dated 7^th May, 2013 which is annexed as EXHIBIT “D” to the said Affidavit. However the Petitioner Company has not received details about the same. Moreover the Learned Counsel for the Petitioner states on behalf of the Petitioner Company that if the said amount is undisputed, the same can be settled by the Petitioner Company. The Learned Counsel for the Petitioner states that if the said amount is disputed amount, the Creditor has remedy to approach the appropriate forum for the claim amount and the Petitioner will abide by the order passed by the appropriate Forum.

¶42

(iv) The Petitioner Company has received a letter of claim dated 21^st March, 2013 from Vishal Kantilal Jain for Rs.

¶43

¶44

59,878/-. The Petitioner has called for Service Tax Challans from Mr. Vishal Kantilal Jain by email dated 7^th May, 2013 which is annexed and marked as Exhibit “D” to the said Affidavit. However the Petitioner Company has not received details about the same. Moreover the Learned Counsel for the Petitioner states on behalf of the Petitioner Company that if the said amount is undisputed, the same can be settled by the Petitioner Company. The Learned Counsel for the Petitioner states that if the said amount is disputed amount, the Creditor has remedy to approach the appropriate forum for the claim amount and the Petitioner will abide by the order passed by the appropriate Forum.

¶45

(v) The Petitioner Company has received a letter of claim dated 21^st March, 2013 from Paras B. Modi for Rs. 39,278/-. The Petitioner has paid TDS but it was not reflecting in Form No. 26AS. The Petitioner followed up with the concerned department and it is now reflecting in Mr. Modi’s Form No. 26AS.

¶46

(vi) The Petitioner Company has received a letter of claim dated 25^th March, 2013 from Punjabi Ghasitaram Halwai (P) Ltd. for Rs.98,841.84/-. The Learned Counsel for the Petitioner states that the Petitioner Company has made payment to the said creditor accordingly. The abovementioned creditor has given a No Dues letter dated 4^th April 2013, and withdrawn the objection raised by them which is annexed as EXHIBIT “E” to the said Affidavit.

¶47

(vii) The Petitioner Company has received a claim by email dated 1^st April, 2013 from SY Management & Hospitality Services Pvt. Ltd. for Rs.1,31,809/-. The Learned Counsel for the Petitioner states that the Petitioner Company has made payment to the said creditor accordingly. The abovementioned creditor has given a No

¶48

¶49

Dues letter dated 25^th May 2013, which is tendered and marked “X” for identification.

¶50

(viii) The Petitioner Company has received a claim by email dated 15^th March, 2013 from Nilkamal Limited for Rs. 4,85,447/-. The Learned Counsel for the Petitioner states that the Petitioner Company has made payment to the said creditor as per its email dated 17hth April 2013 which is annexed as EXHIBIT “H” to the said Affidavit.

¶51

(ix) The Petitioner Company has received a claim by letter dated 3^rd April, 2013 from Advocate Mr. Rajesh P. Singh on behalf of Mr. Tarun Raval for Rs.4,65,829/-. The Petitioner has written letter dated 29^th April, 2013 calling for acknowledged copies of Invoices so that they can look into the matter, which is annexed as EXHIBIT “G” to the said Affidavit. However the Petitioner Company has not received details about the same. Moreover the Learned Counsel for the Petitioner states on behalf of the Petitioner Company that if the said amount is undisputed, the same can be settled by the Petitioner Company. The Learned Counsel for the Petitioner states that if the said amount is disputed amount, the Creditor has remedy to approach the appropriate forum for the claim amount and the Petitioner will abide by the order passed by the appropriate Forum.

¶52

No other objector has come before this Hon’ble Court to oppose this Scheme neither controverted any averment in the Petition except as mentioned hereinabove.

¶53

The Learned Counsel for the Petitioner 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, the Petitioner Companies undertake to comply with all statutory requirements, if any, as

¶54

¶55

required under the Companies Act, 1956 and the Rules made thereunder. The said Undertaking is accepted.

¶56

The Regional Director has filed an Affidavit dated 2^nd May, 2013 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 Shareholders and Public. In paragraph 6 of the said Affidavit, it is stated:

¶57

“That the Deponent further submits that Clause 6.3 of the Scheme states that the excess or deficit, if any, of the value of the net assets of UIPL and SCPL over liabilities shall be adjusted against the General Reserve of SFSIPL. In this regard it is submitted that reserve if any, arising out of this Amalgamation be credited to Capital Reserve Account of Transferee Company.”

¶58

In reply to the aforesaid observations raised by the Regional Director in paragraph 6 of his Affidavit, the Petitioner Companies through their Advocate undertake that the difference being excess of assets over liabilities recorded by the Transferee Company as per Clause 6.3 of the Scheme shall be transferred to Capital Reserve Account instead of General Reserve Account.

¶59

The Learned Counsel for the Regional Director on instructions of Mr.M. Chandanamuthu, Jt.Director, in the Office of the Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai, states that they are satisfied with the Undertaking given by the Advocate for the Petitioner Companies. The said Undertaking is accepted.

¶60

The Official Liquidator has filed his Report dated 8^th May, 2013 in Company Scheme Petition Nos.147 of 2013 and 148 of 2013

¶61

¶62

stating therein 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 by this Court.

¶63

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 have come forward to oppose the Scheme.

¶64

Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.147 of 2013 and No.148 of 2013 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) and (b) and Company Scheme Petition No. 149 of 2013 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) and (b).

¶65

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 the Order.

¶66

Petitioners are directed to file a copy of this Order along with the copy of the Scheme with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy as per the relevant provision of the Act.

¶67

The Petitioner Companies in all three Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioner Company in Company Scheme Petition Nos.147 of 2013 and 148 of 2013 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the Order.

¶68

¶69

Filing and issuance of the drawn-up Order is dispensed with.

¶70

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.

¶71

(Ranjit More J.)

Unisol Infraservices Private Ltd. v. ----------

Case brief

What is this about?

What did the court decide?

Unisol Infraservices Private 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

Similar cases

Ashok Vashdev Bajaj Vs Official Liquidator of M/S Fizz Chemicals Private Ltd.

Mrs.Tatikonda Bharati Vs the Official Liquidator of M/S.Alpic Finance Ltd.(in Liqn.)

M/S. Prankster Inn Pvt.Ltd Vs Anytime India Fitness Private Limited - U92410MH2009PTC191245

Fortress Infotech Pvt.Ltd. Vs --

Skyline Caterers Private Limited Vs ------------

Sodexo Food Solutions India Pvt. Ltd. Vs -------------