Allowed

Rbs Global Trade Service Centre Private Limited Vs

Bombay HC15 Feb 2013CSP/870/2012

Case brief

AI extract

What is this about?

This judgment concerns Company Scheme Petitions filed by RBS Business Services Private Limited and RBS Global Trade Service Centre Private Limited seeking sanction for a Scheme of Arrangement demerging a global trade business undertaking. The High Court, after noting compliance with statutory requirements and lack of opposition, approved the Scheme, directing parties to comply with FEMA/RBI regula

What did the court decide?

Company Scheme Petition No. 869 of 2012 and Company Scheme Petition No. 870 of 2012 made absolute; directed compliance with FEMA/RBI regulations and filing of returns.

Rbs Global Trade Service Centre 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. 869 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 791 OF 2012

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RBS Business Services Private Limited

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… Petitioner / Transferor Company

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WITH

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COMPANY SCHEME PETITION NO. 870 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 792 OF 2012

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RBS Global Trade Service Centre Private Limited

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… Petitioner / Transferee Company

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In the matter of:

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The Companies Act, 1956

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And

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In the matter of:

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Sections 391 to 394 of the Companies Act, 1956

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And

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In the matter of:

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The Scheme of Arrangement between RBS Business Services Private Limited and RBS Global Trade Service Centre Private Limited and their respective shareholders, in respect of the demerger of the Global Trade Business Undertaking of RBS Business Services Private Limited into RBS Global Trade Service Centre Private Limited.

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Called for Hearing

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Mr. Sharan Jagtiani i/b AZB & Partners, Advocates for the Petitioner Companies Mr. N.D. Sharma i/b Mr. T.C. Kaushik for the Regional Director in CSP No. 869 of 2012 and CSP No. 870 of 2012.

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Coram: - N. M. Jamdar, J. Dated: - 15^th February, 2013

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Heard learned counsel for the parties.

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None appear in Court to oppose the Scheme, nor has any party contravened any averment made in the Petition.

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The sanction of the court is sought under section 391 to 394 of the Companies Act, 1956 to a proposed Scheme of Arrangement which provides for the demerger of the GTB Undertaking (as set out in the Scheme) from RBS Business Services Private Limited (“ Transferor Company ”) into RBS Global Trade Service Centre Private Limited (“ Transferee Company ”). The Transferor Company is engaged in various distinct and diverse business activities relating to back office operations of group companies, including data entry, data checking and verification, administrative services, processing of payment instructions, administrative support for treasury, derivatives, fixed income and equities operations, software services, knowledge process outsourcing. The Transferee Company is engaged in the business of providing and/or arranging various business support services, and undertaking activities relating to back office operations such as transaction processing, document processing, data entry, data processing, reconciliation statements and support services. The demerger of the GTB Undertaking into the Transferee Company is being undertaken as part of an internal group reorganization exercise, and will enable better and more economic and efficient management, control and running of the businesses of the companies concerned. It would also result in a simplified reporting framework and a more integrated model for supporting the global division of the trade finance business of the RBS group with an appropriate technology platform, processes and people to service the RBS group in a revitalized manner, and the proposed demerger is considered to be and is in the best interest of all stakeholders of Petitioner Company and the Transferee Company. The Board of Directors of the Petitioner Companies have both passed resolutions approving the Scheme. The shareholders of the both the Petitioner Companies have also approved the Scheme. At the time of hearing of the Company Summons for Directions, an undertaking was given by Counsel appearing on behalf of the Transferor Company that the original consent letters of the remaining two Unsecured Creditors, namely SIMS Group UK Limited and Hay Group Management Limited, would be annexed to the Company

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Scheme Petition of the Transferor Company. The said 2 original consent letters have been annexed to the Company Scheme Petition as Exhibit “D” and Exhibit “E” respectively. Counsel appearing on behalf of the Petitioners further states that the Petitioner Companies have complied with all directions passed in the Company Summons for Directions and that the Company Scheme Petitions have been filed in consonance with the orders passed in the respective Summons for Directions and seeks sanction to the proposed Scheme of Arrangement.

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Counsel appearing on behalf of the Petitioners has stated that the Petitioners 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 undertaking is accepted.

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The Regional Director has filed an Affidavit dated 8^th February, 2013, stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and public save and except as mentioned in paragraph 6 of the said affidavit, wherein the Regional Director has stated that:

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“ the shares of both the Petitioner companies are held by Foreign Body Corporate. Hence, while giving effect to the Scheme, by issuing shares by the Resulting Company to the Demerged Company, the Petitioner Companies may be directed to comply with the provisions of FEMA / RBI regulations as applicable in this regard. ”

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The counsel for the Petitioner companies hereby undertakes that, while giving effect to the Scheme, by issuance of shares by the Transferee Company to the shareholders of the Transferor Company, all applicable laws including FEMA and RBI Regulations will be complied with, and all necessary filings will be duly made in this regard. His undertaking is accepted.

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The Learned Counsel for the Regional Director, on instruction from Mr. Chandanu Muthu, Joint Director (Legal), in the office of the Ministry of Corporate Affairs states that they are satisfied with the undertaking given by the Demerged Company and the Resulting Company.

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Upon perusal of the entire material placed on record, the Scheme appears to be fair and

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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. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public.

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Since all the requisite statutory compliances have been fulfilled, Company Petition No. 869 of 2012 filed by the Transferor Company is made absolute in terms of prayer clauses (a) and (b), and Company Petition No.870 of 2012 filed by the Transferee Company is made absolute in terms of prayer clauses (a) and (b).

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The Petitioner companies to lodge an authenticated copy of this order and the Scheme duly authenticated by the Company Registrar (O.S.), Bombay, with the concerned Superintendent of Stamps for the 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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Petitioners are directed to file a copy of this order alongwith a copy of the Scheme 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 Petitioners in both the Petitions to pay a cost of Rs.10,000/- to the Regional Director. 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 authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar (O.S.), High Court, Bombay.

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(N. M. Jamdar, J.)

Rbs Global Trade Service Centre Private Limited Vs

Case brief

What is this about?

What did the court decide?

Rbs Global Trade Service Centre Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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Issues for consideration

Statutes considered

Parties & counsel

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Case details

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