Allowed

Emc Software and Services India Private Limited v. --

Bombay HC6 Sept 2013CSP/266/2013

Case brief

AI extract

What is this about?

The court allowed the sanctioned scheme of amalgamation between EMC Data Storage Systems (India) Pvt. Ltd. and EMC Software and Services India Pvt. Ltd. under Sections 391-394 of the Companies Act, 1956, after confirming statutory compliance and undertaking by the applicant to address foreign exchange regulations.

What did the court decide?

The company scheme petition No. 266 of 2013 is made absolute; costs of Rs. 10,000 awarded to the Regional Director.

Emc Software and Services India Private Limited Vs -- — Specific Performance | Bombay HC (2013)

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PaIN THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO. 266 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 249 OF 2013

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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; AND

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In the matter of Scheme of Amalgamation of EMC Data Storage Systems (India) Private Limited with EMC Software and Services India Private Limited And their respective shareholders.

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EMC Software and Services India Private Limited

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….Petitioner/Transferee Company

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Called for Hearing

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

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Mr. P.S Gujar, i/b H.P Chaturvedi for Regional Director

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CORAM: N. M. Jamdar, J.

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DATE: 6^th September 2013

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Heard counsel for the parties. No objector has come before the court to oppose the Scheme of Amalgamation 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 to the Scheme of Amalgamation of EMC Data Storage Systems (India)

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Private Limited with EMC Software and Services India Private Limited And their respective shareholders.

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Learned Counsel for the Petitioner states that both the Transferor and Transferee Companies are engaged in the business of IT / IT enabled services business.

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The rationale for the merger is that the Board of Directors of both the Transferor Company and Petitioner/Transferee Company anticipate the following benefits pursuant to the Scheme:-

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(a) Greater integration, greater financial strength and flexibility for the amalgamated entity, which would result in maximising overall shareholder value and will improve the competitive position of the combined entity.

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(b) Improved organizational capability and leadership, arising from the pooling of resources to compete successfully in an increasingly competitive industry.

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(c) Greater leverage in operations planning and process optimization and enhanced flexibility.

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(d) Cost savings are expected to flow from more focused operational efforts, rationalization, standardisation and simplification of business processes, administration, finance, accounts, legal, and other related functions, leading to elimination of duplication and rationalization of administrative expenses.

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(e) To enable the group to attract and retain talent in a cost effective manner by consolidating its operations across geographical locations.

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(f) Simplification of group structure by eliminating duplication of work, multiple entities in similar business thus enabling focus on core competencies and unlocking of value through operating independence of each vertical.

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(g) In view of the aforesaid, the Board of Directors of the Transferor Company as well as the Board of Directors of the Transferee Company have considered and proposed the amalgamation of the entire undertaking and business of the Transferor Company with the Transferee Company in order to benefit the

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stakeholders of the Transferor Company and the Transferee Company

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The Petitioner /Transferee Company has approved the said Scheme by passing Board Resolution which is annexed to the Company Scheme Petition.

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The learned counsel for the Petitioner state that Petitioner Company has complied with all directions passed in Company Summons for Directions and that the Scheme has been filed in consonance with the orders passed in Company Summons for Directions.

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

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The Regional Director has filed an Affidavit on 30th August 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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(a) “That the Registered Office of the Transferor Company is situated in the State of Karnataka. Hence the Transferor Company has to file similar petition before the Hon’ble High Court of Karnataka for approving the said Scheme .”

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(b) The shares of the Transferor and Transferee Company are held by foreign body corporate. Hence while giving effect to the scheme, by issuing shares by the Transferee Company in the Transferee Company, the Transferee Company may be directed to comply with FEMI/RBI regulations as applicable in this regard.

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In so far as observations made in paragraph 6(a) of the Affidavit of Regional Director is concerned, the Counsel for the Petitioner states that Petition on behalf of the Transferor Company was filed before the Karnataka High Court which was sanctioned by order dated 3^rd July 2013.

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As far as observations made in paragraph 6(b) of the Affidavit of the Regional Director is concerned, the Petitioner through their Counsel undertakes that while giving effect to the scheme, by issuing shares to the shareholders of the Transferor Company, the Petitioner/Transferee Company will comply with FEMA/RBI regulations as applicable in this regard.

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The Learned Counsel for Regional Director on instructions of Mr. Rajesh Dalmiya, Deputy Director in the office of the Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai, states that they are satisfied with the submission made hereinabove and undertaking given by the Petitioner Company through their Counsel. The undertaking given by the Petitioner Company is accepted.

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From the material on record, the amended 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 amended Scheme.

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Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.266 of 2013 filed by the Petitioner Company are made absolute in terms of prayer clauses (a).

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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 issuance of Order.

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Petitioner 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 the relevant provisions of the Act.

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The Petitioner Company to pay costs of Rs.10, 000/- to the Regional Director, Western Region, Mumbai. Cost 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 amended Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

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(N.M Jamdar, J.)

Emc Software and Services India Private Limited v. --

Case brief

What is this about?

What did the court decide?

Emc Software and Services India 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

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