Allowed

Sacmi Impianti S. p. a. v. -----------------------------------------------

Bombay HC19 Jul 2013CSP/276/2013

Case brief

AI extract

What is this about?

This order considered a Company Scheme Petition seeking sanction for an arrangement between Sacmi Impianti S.p.A and Sacmi Engineering (India) Private Limited. The court found no opposition, accepted undertakings regarding FEMA compliance and closure of the demerged entity, and granted the scheme.

What did the court decide?

Company Scheme Petitions made absolute; directions issued for stamp duty adjudication, filing with Registrar of Companies, and payment of costs to Regional Director.

Sacmi Impianti S. p. a. Vs… — Company and Corporate | 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. 276 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 250 OF 2013

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Sacmi Impianti S.p.A …Petitioner / Transferor Company

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AND

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COMPANY SCHEME PETITION NO.277 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.251 OF 2013

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Sacmi Engineering (India) Private Limited …Petitioner / Transferee Company

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In the matter of the Companies Act, 1956 (1 of 1956);

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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 Scheme of Arrangement BETWEEN Sacmi Impianti S.p.A (“Transferor Company”) AND Sacmi Engineering (India) Private Limited (“Transferee Company”) AND their respective Shareholders

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Called for Hearing

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Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioners in all the Petitions.

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Mr. N.D Sharma, i/b H. P. Chaturvedi, for Regional Director in both the Petitions.

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CORAM:N M Jamdar,J. DATE: 19^th July, 2013

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P.C.:-

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Heard learned 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 Scheme of Arrangement between Sacmi Impianti S.p.A, the Transferor Company and Sacmi Engineering (India) Private Limited, the Transferee Company and their respective Shareholders.

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The Indian branch of the Transferor Company is engaged in trading of spare parts required for machinery supplied by Sacmi Engineering (India) Private Limited to ceramics & plastics industry. The Transferee Company is engaged in the business of manufacturing of ceramics and plastics industries.

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The rationale for the aforesaid demerger is pursuant to a decision of the Sacmi group to reorganise its Indian operations in order to provide integration synergies and operational efficiencies in its existing Indian operations.

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The Petitioner Companies approved the said Scheme by passing the Board Resolution in their respective meetings and which are annexed to the respective Company Scheme Petition. The learned

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counsel for the Petitioners state that Petitioner Companies have complied with all directions passed in company summons for Directions and that the Scheme has been filed in consonance with the orders passed in respective Company summons for Directions.

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Counsel appearing on behalf of the Petitioners 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 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 5^th July 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. The paragraphs 6 of the said Affidavit states that:

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“(6) That the deponent further submits that:-

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(a) Clause 11 of the scheme provides for issue of shares by Transferee Company. In this regard, it is submitted that as on the new shares are proposed to be issued to foreign body corporate, the Transferee Company may be directed to comply with FEMA/RBI regulations as applicable in this regard.

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(b) The entire Indian Business undertaking of Demerged Company will get transferred to Resulting Company, whereby the substratum of the entity registered with the Registrar of Companies, Delhi is lost. Hence, the Demerged Company has to take all reasonable steps to strike off the name of the Indian undertaking from the

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Registry of Registrar of Companies, Delhi by following due process of law”

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In so far as observations made in paragraph 6(a) of the Affidavit of the Regional Director is concerned, the Petitioners through their Counsel undertakes to comply with FEMA/RBI regulations as may be applicable in this regard.

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As far as observations made in paragraph 6(b) of the Affidavit of the Regional Director is concerned, the Demerged Company undertakes to take all reasonable steps to strike off the name of the Indian undertaking from the Registry of Registrar of Companies, Delhi by following due process of law.

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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 Petitioner Companies. The said undertaking is accepted.

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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, Company Scheme Petition Nos. 276 of 2013, 277 of 2013 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) and (c) of respective Petition.

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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, Bombay, with the concerned

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Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of receipt of the order.

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

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The Petitioners in all the Company Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today.

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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 and form of minutes annexed to the Petition duly authenticated by the Company Registrar, High Court, Bombay.

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(N M Jamdar, J.)

Sacmi Impianti S. p. a. v. -----------------------------------------------

Case brief

What is this about?

What did the court decide?

Sacmi Impianti S. p. a. v. -----------------------------------------------

Case brief

What is this about?

What did the court decide?

What the court decided

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Issues for consideration

Statutes considered

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