Allowed

Ipsos Research Private Limited Vs

Bombay HC3 May 2013CSP/838/2012

Case brief

AI extract

What is this about?

The Court sanctioned and made absolute the Scheme of Amalgamation for four transferor companies with a transferee company under Sections 391-394 of the Companies Act, 1956, noting statutory compliance and the fairness of the arrangement.

What did the court decide?

Company Scheme Petitions No. 834 of 2012 to 838 of 2012 made absolute. Directions given for stamp duty adjudication, filing with ROC, and payment of costs.

Ipsos Research Private Limited 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. 834 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 786 OF 2012

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Synovate India Private Limited

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.....Petitioner/Transferor Company “1”

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AND

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COMPANY SCHEME PETITION NO. 835 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 787 OF 2012

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Market Tracs Indica Private Limited

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......Petitioner/Transferor Company “2”

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AND

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COMPANY SCHEME PETITION NO. 836 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 788 OF 2012

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Indica Research Practices & Consulting Private Limited

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....Petitioner/Transferor Compay”3”

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AND

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COMPANY SCHEME PETITION NO. 837 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 789 OF 2012

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Ipsos (India) Private Limited

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....Petitioner/Transferor Compay”4”

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AND

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COMPANY SCHEME PETITION NO. 838 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 790 OF 2012

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Ipsos Research Private 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; AND

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In the matter of Scheme of Amalgamation

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Synovate India Private Limited ( ‘Transferor Company 1’) AND Market Tracs Indica Private Limited (‘Transferor Company 2’ ) AND Indica Research Practices & Consulting Private Limited ( ‘Transferor Company 3’) AND Ipsos (India) Private Limited (‘Transferor Company 4’) WITH Ipsos Research Private Limited (Transferee Company’) AND

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Their respective shareholders and creditors

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Called for hearing and final disposal

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

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

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Mrs. R.N. Suttar, Asst. Official Liquidator, present in CSP No.834 of 2012 to 837 of 2012 .

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CORAM: Ranjit More, J

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DATE: 3^rd May, 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 Synovate India Private Limited, Market Tracs Indica Private

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Limited, Indica Research Practices & Consulting Private Limited, Ipsos (India) Private Limited with Ipsos Research Private Limited and their respective shareholders and creditors.

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The learned Counsel for the Petitioner Companies states that the Transferor Companies and the Transferee Company are engaged in the business of market research and consultancy services.

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The main benefits of the amalgamation of the Transferor Companies with the Transferee Company will be Consolidation of entities, Entail synergy benefits Enable to achieve cost efficiencies.

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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 27^th February 2013 stating therein that save and except as stated in paragraphs 6 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, the capital of Transferor and Transferee Company are

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held by foreign body corporate. Hence for allotment of new shares by the Transferee Company to the shareholders of the Transferor Company, the Petitioner Company may be directed to comply with FEMA/RBI regulations as applicable in this regard.”

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As far as the observations made in paragraph 6 of the Affidavit of the Regional Director is concerned, the Petitioner/Transferee Company through their Counsel undertakes that the Petitioner /Transferee Company shall comply with FEMA/RBI regulations as applicable in regard to the allotment of new shares by the Transferee Company to the shareholders of the Transferor Companies as applicable in this regard. The said undertaking is accepted.

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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/Transferee Company. The said undertaking is accepted.

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The Official Liquidator has filed his report dated 25^th April 2013 in Company Scheme Petition No 834 of 2012 to 837 of 2012 stating therein that the Affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies 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. 834 of 2012 to 838 of 2012 filed by the Petitioner Companies are made absolute in terms of prayer clause (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, 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 all 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.834 of 2012 to 837 of 2012 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.)

Ipsos Research Private Limited Vs

Case brief

What is this about?

What did the court decide?

Ipsos Research Private Limited Vs

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

Case details

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