Allowed

Daiwa Capital Markets India Private Limited. v. -------------------------------------

Bombay HC8 Feb 2013CSP/827/2012

Case brief

AI extract

What is this about?

The Court sanctioned a Scheme of Amalgamation between two private limited companies under Sections 391 to 394 of the Companies Act, 1956. Accepting undertakings regarding regulatory compliance and accounting standards, the petitions were made absolute and the transferor company was ordered to be dissolved.

What did the court decide?

Company Scheme Petitions 826 of 2012 and 827 of 2012 are made absolute; Transferor company to be dissolved; directives regarding stamp duty adjudication and filing of e-Form 21.

Daiwa Capital Markets 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. 826 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.736 OF 2012

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Daiwa Capital Markets Fixed Income Private Limited [CIN: U65990MH2010PTC205625]

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… Petitioner

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AND

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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. 827 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.737 OF 2012

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Daiwa Capital Markets India Private Limited [CIN: U67120MH2007FTC174953]

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… Petitioner

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In the matter of the Companies Act, 1956;

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And

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In the matter of Petition under Sections 391 to 394,

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of the Companies Act, 1956;

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And

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In the matter of Scheme of Amalgamation of

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Daiwa Capital Markets Fixed Income Private Limited

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with

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Daiwa Capital Markets India Private Limited.

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Mr. Tapan Deshpande, Advocates instructed by Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Petitioners.

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Mr. C. J. Joy i/b. Dr. T. C. Kaushik for the Regional Director in both Petitions.

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Mrs. R. N. Suttar, Assistant Official Liquidator, present in C.S.P. No. 826 of 2012

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Coram : N.M.Jamdar, J

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Date: 8^th February, 2013

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PC:

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Heard learned Counsel for the Parties.

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None appears before the Court to oppose the Petitions, nor has any party contravened averments made in Petition.

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The sanction of the Court is sought to the Scheme of Amalgamation of Daiwa Capital Markets Fixed Income Private Limited, the Transferor Company with Daiwa Capital Markets India Private Limited, the Transferee Company, under Sections 391 to 394 of the Companies Act, 1956.

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

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The Regional Director has filed an Affidavit dated 18^th January, 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 the shareholders of the Petitioner Companies and public. In paragraph 6 of the Affidavit it is stated that:

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“ 6. That the Deponent further submits that:-

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(a) Both the Transferor and Transferee Company are having two common foreign body corporate as its shareholders. Hence for allotment of new shares by the Transferee Company to the shareholders of Transferor Company, the petitioner company may be directed to comply with FEMA/RBI regulations as applicable in this regard.

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(b) Clause 19(iv) of the scheme provides for crediting the surplus value arising out of this scheme to General Reserve Account. In this connection it is submitted that the reserve arising out of this scheme shall be credited to “Capital Reserve Account” instead of General Reserve Account by the Transferee Company.”

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As regards objection set out in paragraph 6 (a), of the Affidavit of the Regional Director is concerned, the Petitioner Companies through its Counsel undertakes to comply with FEMA/RBI regulation as applicable in regard to allotment of new shares by the Transferee Company to the shareholders of Transferor Company. The said undertaking is accepted.

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So far as the observation in paragraph 6(b) of the Affidavit of the Regional Director is concerned, the Transferee Company through its Counsel undertakes that the reserves arising out of the Scheme shall be credited to “Capital Reserve Account” instead of General Reserve Account in compliance with the provisions

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of the Companies Act, 1956 and adherence to the applicable Accounting Standards. The said undertaking is accepted.

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The Learned Counsel for the Regional Director on instructions from Mr. Chandana Muthu, Joint Director (Legal) in the office of Ministry of Corporate Affairs states that they are satisfied with the undertaking given by the Petitioner Companies/Transferee Company.

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The Official Liquidator has filed his report dated 29^th January, 2013 stating 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 have come forward to oppose the Scheme in the Court.

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Since all requisite statutory compliances have been fulfilled, Company Scheme Petition No. 826 of 2012 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (c) of the said Petition and Company Scheme Petition No. 827 of 2012 filed by the Transferee Company is made absolute in terms of prayers clauses (a) and (b) of the said Petition.

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The Petitioner Companies to lodge a copy of this order alongwith a copy of the Scheme of Amalgamation duly authenticated by the Company Registrar, High (O.S.), Bombay, with the concerned Registrar of Companies, electronically, along with e-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry.

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The Transferee Company to lodge a copy of this order alongwith a copy of the Scheme of Amalgamation duly authenticated by the Company Registrar, High (O.S.), Bombay, with the concerned Superintendent of Stamps, for purposes of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order.

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The Petitioner Companies in the above Company Scheme Petitions to pay costs of Rs. 10,000/- each respectively, to the Regional Director and the Petitioner in Company Scheme Petition No. 826 of 2012 to pay a sum 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 orders are dispensed with.

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All authorities concerned to act on a copy of this order along with Scheme attached thereto, duly authenticated by the Company Registrar, High Court (O.S.), Bombay.

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(N. M. JAMDAR, J. )

Daiwa Capital Markets India Private Limited. v. -------------------------------------

Case brief

What is this about?

What did the court decide?

Daiwa Capital Markets 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

Coram

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