Allowed

Polo Queen Infotech and Textile Ltd. v. ----------

Bombay HC18 Apr 2013CSP/62/2013

Case brief

AI extract

What is this about?

This judgment sanctions a Scheme of Amalgamation between Polo Queen Infotech And Textile Limited (Transferor) and Polo Queen Industrial and Fintech Limited (Transferee). The court found the scheme fair and reasonable, noted compliance with statutory requirements, and addressed concerns regarding public shareholding and asset transfer approvals.

What did the court decide?

Company Scheme Petition Nos 62 and 63 of 2013 made absolute. Directives issued for stamp duty adjudication, filing with ROC, and payment of costs.

Polo Queen Infotech and Textile Ltd. Vs ---------- — Specific Performance | Bombay HC (2013)

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

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COMPANY SCHEME PETITION NO 62 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 781 OF 2012

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Polo Queen Infotech And Textile Limited

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.............Petitioner/Transferor Company

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COMPANY SCHEME PETITION NO 63 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 782 OF 2012

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Polo Queen Industrial and Fintech Limited

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..........Petitioner/Transferee Company

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In the matter of the Companies Act, 1956 (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 Scheme of Amalgamation of Polo Queen Infotech And Textile Limited WITH

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Polo Queen Industrial and Fintech Limited and their Respective Shareholders

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Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioners in both the Petition.

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

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both the Petitions.

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Mrs. R.N. Suttar, Asst. Official Liquidator, present in CSP No.62 of 2013.

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CORAM: Ranjit More, J

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DATE: 18^th April , 2013

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PC:

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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 Amalgamation of Polo Queen Infotech And Textile Limited, Transferor Company with Polo Queen Industrial and Fintech Limited, Transferee Company and their respective shareholders.

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Learned counsel for the Petitioner Companies states that the Transferor Company is engaged in the business of developing IT Park and other IT Enabled services. The Transferee Company is engaged in the in the business of developing IT Park and other IT Enabled services and also trading & manufacturing of FMCG products, minerals, manufacturing pharma products, as also holding license for conducting NBFC activity.

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In view of commonality of business interest and commonality of the shareholding, inasmuch as 100% of the shareholders of the transferor Company are holders of 74.45% of shares of the Transferee Company and synergistic linkages that exist between them, it is considered desirable and expedient to amalgamate the Transferor Company with the Transferee Company in the manner and on the terms and conditions stated in this Scheme of Amalgamation. The amalgamation would have the benefits of Greater integration and greater financial strength and flexibility for the Transferor Company, which would result in maximizing overall shareholder value and will improve the leadership position of the combined entity, Greater efficiency in cash management of the Transferor Company and unfettered access to cash flow generated by the combined business which can be

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deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value, Improved organizational capabilities and leadership, arising from the pooling of human capital having diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry and other reasons which are briefly enumerated in the Petition.

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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.

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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 12/04/2013 stating therein that save and except as stated in paragraphs 6(a) & (b) of the said Affidavit, it appears that 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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(a) The Transferee Company is a lease of plot No. D- 1/1, D1/1pt, D-1/2 & D-1/2 pt Ph- 1 from MIDC Dombivali. For transfer of this asset to

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Transferee Company necessary approval of be obtained from the statutory authorities.

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(b) It is observed that pre-amalgamation the promoters are holding 7,45,000 no of equity shares constituting 74.5% of the equity capital of Transferee Company. Post amalgamation the promoters will hold 6,68,,95,000 no. of shares constituting 99.62% of equity capital of Transferee Company . Hence public holding is reduced below 25%. In this regard, Transferee Company shall comply with the shareholding position in compliance with listing clause 40/40A of listing Agreement. Transferee Company shall undertake to dilute their holding in such a manner that there shall be public holding in the Transferee by not less than 25%. The New Shares shall also be kept in lock in to such period as may be prescribed by respective stock exchanges in which shares of the Transferee Company is already listed.

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As far as the observations made in paragraph 6(a) of the Affidavit of the Regional Director is concerned, the Transferee Company through their Counsel undertakes that necessary approval will be obtained from statutory authorities for transfer of lease of plot No. D-1/1, D1/1pt, D-1/2 & D-1/2 pt Ph- 1 from MIDC Dombivali.

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In so far as observations made in paragraph 6(b) of the Affidavit of Regional Director is concerned, the Transferee Company through their Counsel undertake to comply with the shareholding position in compliance with listing clause 40/40A of listing Agreement. The Transferee Company shall also undertake to dilute their holding in such a manner that there shall be public holding in the Transferee by not less than 25% and that the new shares shall also be kept in lock in to such

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period as may be prescribed by respective stock exchanges in which shares of the Transferee Company is already listed.

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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 Advocate for the Petitioner Companies. The said undertaking is accepted.

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The Official Liquidator has filed his report dated 26th March 2013 in Company Scheme Petition No.62 of 2013 stating therein that the Affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved.

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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 No.62 and 63 of 2013 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) of the 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 Superintendent of Stamps,

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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 is directed to file a copy of this order along with a copy of the Scheme of Amalgamation 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 both the Company Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioner in the Company Scheme Petition No.62 of 2013 filed by the Transferor Company to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. 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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(Ranjit More, J.)

Polo Queen Infotech and Textile Ltd. v. ----------

Case brief

What is this about?

What did the court decide?

Polo Queen Infotech and Textile 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

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