Allowed

Sci Search and Selection Services Private Limited v. -

Bombay HC8 Mar 2013CSP/2/2013

Case brief

AI extract

What is this about?

The single bench of N.M. Jamdar sanctioned a composite scheme of arrangement and amalgamation involving three companies. The court found the scheme fair, reasonable, and compliant with the Companies Act, 1956.

What did the court decide?

Petitioners' scheme petitions made absolute; direction to file authenticated order with ROC and stamp duty authorities; costs awarded to Regional Director and Official Liquidator.

Sci Search and Selection Services Private Limited… — Insolvency and Bankruptcy | Bombay HC (2013)

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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 2 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 820 OF 2012

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SCI SEARCH AND SELECTION SERVICES PRIVATE LIMITED

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.…… Petitioner / the Demerged Company 2/Transferee Company

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AND

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COMPANY SCHEME PETITION NO 3 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 819 OF 2012

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SCI MANAGEMENT SERVICES PRIVATE LIMITED

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….… Petitioner / the Demerged Company 1/Transferor Company

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AND

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COMPANY SCHEME PETITION NO 4 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 821 OF 2012

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NUGRID CONSULTING PRIVATE LIMITED

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………… Petitioner / the Resulting Company

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In the matter of the Companies Act, 1956

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(1 of 1956);

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AND

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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 Composite Scheme of Arrangement and Amalgamation

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between

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SCI Management Services Private Limited (“the Demerged Company 1 / Transferor Company”)

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and

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SCI Search and Selection Services Private Limited (“the Demerged Company 2” / Transferee Company”)

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and

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Nugrid Consulting Private Limited (“the Resulting Company”) and their respective shareholders and creditors

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Called for Hearing

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Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b Rajesh Shah & Co., Advocates for the Petitioners in all the Petitions.

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Ms. R.N. Sutar Asst. Official Liquidator present in the Company Scheme Petition No 3 of 2013.

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Mr. D.P. Singh i/b Dr. T.C.Kaushik for Regional Director in all the Company Scheme Petitions

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CORAM: N. M. Jamdar, J.

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DATE: 8^th March, 2013

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Heard counsel for the parties. No objector has come before the court to oppose the Scheme and nor any party has contravened any averments made in the Petition.

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The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Composite Scheme of Arrangement and Amalgamation between SCI Management Services Private Limited and SCI Search and Selection Services Private Limited and Nugrid Consulting Private Limited and their respective shareholders and creditors.

¶41

Learned counsel for the Petitioner Companies states that the Petitioner in Company Scheme Petition No. 2 of 2013 was incorporated with the object of carrying on the business of executive search and consulting business, Petitioner in Company Scheme Petition No. 3 of 2013 was incorporated with the object of carrying on business of executive search and consulting business, and Petitioner in Company Scheme Petition No. 4 of 2013 was incorporated with the object of carrying on the business of executive search and consulting business. The

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rationale for the Scheme is to unlocking value for the shareholders, better management of operations, Increase in fund raising flexibility in Executive Search business and Integrate the related business segment. The Petitioner Companies approved the said Scheme by passing the Board Resolution which are annexed to the respective Company Scheme Petitions. The learned counsel for the Petitioner Companies further states that, Petitioner Companies have complied with all the directions passed in Company Summons for Direction and that the Company Scheme Petition have been filed in consonance with the orders passed in respective Summons for Directions.

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The learned counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, 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 said undertaking is accepted.

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The Regional Director has filed an affidavit dated 22/02/2013 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 that:

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“That the Deponent further submits that:-

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Clause 5.4 and Clause 14.4 of the Scheme state that Nugrid Consulting and SCI Search shall take necessary steps to increase/ alter/ reclassify its authorized share capital to enable it to issue and allot shares as applicable under this Scheme. In this connection, M/s Nugrid Consulting Private Limited and M/s. SCI Search and Selection Services Private Limited 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

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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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In reply to the aforesaid observation raised by the Regional Director, the Petitioner Companies viz., Nugrid Consulting Private Limited and SCI Search and Selection Services Private Limited, through their Counsel undertakes 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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The Learned Counsel for Regional Director on instructions of Mr. M. Chandanamuthu, Joint 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 Counsel for the Petitioner Companies. The said undertaking is accepted.

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The Official Liquidator has filed his report dated 21/02/2013 in the Company Scheme Petition No 3 of 2013 stating therein that the affairs of the Petitioner Company have been conducted in a proper manner and that the Petitioner 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.

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Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No 2 filed by the Petitioner Company are made absolute in terms of prayer clauses (a) and (c); and the Company Scheme Petition No 3 filed by the Petitioner Company are made absolute in terms of prayer

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clauses (a), (c) and (d); and the Company Scheme Petition No 4 filed by the Petitioner Company are made absolute in terms of prayer clauses (a) and (c);

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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.

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Petitioner Companies is directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy as per relevant provisions of the act.

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The Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and Petitioner in Company Scheme Petition No 3 of 2013 to pay cost of Rs. 10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the Order.

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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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(N. M. Jamdar, J)

Sci Search and Selection Services Private Limited v. -

Case brief

What is this about?

What did the court decide?

Sci Search and Selection Services Private Limited 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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