Allowed

Nov India Private Limited Vs

Bombay HC21 Jan 2013CSP/765/2012

Case brief

AI extract

What is this about?

The Bombay High Court sanctioned the Scheme of Amalgamation under Sections 391-394 of the Companies Act, 1956. The court accepted undertakings regarding FEMA compliance and allowed amendments to the scheme. Orders were issued to lodge copies with relevant authorities and pay costs.

What did the court decide?

Scheme of Amalgamation sanctioned with directions to file with Registrar, lodge copy with Superintendent of Stamps within 60 days, and pay costs.

Nov India Private Limited Vs — Specific Performance | 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 765 OF 2012

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CONECTED WITH

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COMPANY SUMMONS FOR DIRECTIONS NO 680 OF 2012

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

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AND

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

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AND

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In the matter of Scheme of Amalgamation

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STSA (India) Private Limited

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AND Barracuda Technical Ventures (India) Private Limited WITH NOV India Private Limited AND

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Their respective shareholders and creditors.

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NOV India Private Limited .............Petitioner/Transferee Company

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Called for Hearing

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

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Mr. C.J. Joy with Mr. H.V Mehta, i/b Dr. T.C. Kaushik for Regional Director.

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CORAM: N.M. JAMDAR, J. DATE: 21^st JANUARY, 2013

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P.C:

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Heard the learned counsel for the Petitioner Company. None appears before the Court to oppose the Petition and nor any party has contravened 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 STSA (India) Private Limited and Barracuda Technical Ventures (India) Private Limited

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with NOV India Private Limited and their respective shareholders and creditors.

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The Counsel for the Petitioners further states that the Petitioners have complied with all requirements as per the directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioners through their Counsel undertakes 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 11^th January 2013 stating therein that save and except as stated in paragraph 6(a) and (b) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6(a) and 6(b) of the Affidavit, it is stated that:

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(a) That the Registered office of the First and Second Transferor Companies are situted in the State of Tamil Naidu. Hence, the First and Second Transferor Companies have to file similar petition before the Hon’ble High Court of Madras for approving the said scheme.

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(b) The shares of the First and Second Transferor Companies are held by foreign body corporate. Hence while giving effect to the scheme, the First and Second Transferor Companies may be directed to company with FEMA/RBI regulations as applicable in the regard.

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As far as objection in paragraph 6(a) of the Affidavit of the Regional Director is concerned, the Counsel for the Petitioner states that the First and Second Transferor Companies have filed similar Petition before the Madras High Court and the same are pending.

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So far as the objection in paragraph 6(b) of the Affidavit of the Regional Director is concerned, the Petitioner through their Counsel undertakes the Petitioner/Transferee Company shall be complying with FEMI/RBI regulations as may be applicable at the time of giving effect to the Scheme. The said undertaking is accepted.

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The learned Counsel for the Regional Director on instruction from Mr. Chandanamuthu, Joint Director legal, in the office of Ministry of Corporate Affairs states that they are satisfied with the undertaking given by the Petitioner Company.

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The Counsel for the Petitioner further states the registered office of the First and Second Transferor Company has been changed. Therefore the addresses of the First and Second Transferor Company as stated in the Preamble of the Scheme needs to be corrected. The Counsel for the Petitioner tenders draft amendment. The draft amendment is taken on record and marked “X’ for identification. The amendment of the Scheme is allowed in terms of the draft amendment. The amendment shall be carried out by the Petitioner within three weeks from the date of this order.

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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 have come forward to oppose the Scheme.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 765 of 2012 is made absolute in terms of prayer Clauses (a) of the Petition.

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The Petitioner Company 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 sanctioning of the Scheme by the Madras High Court .

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Petitioner Companies are directed to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of companies, electronically, along with E-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry.

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The Petitioners to pay costs of Rs.10,000/- to the Regional Director. The Costs to be paid within four weeks, from date of the Order.

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Filing and issuance of the drawn up order is dispensed with.

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All authorities concerned 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.)

Nov India Private Limited Vs

Case brief

What is this about?

What did the court decide?

Nov India Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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