Allowed

Intel Instruments and Systems Ltd. v. ---

Bombay HC22 Mar 2013CSP/92/2013

Case brief

AI extract

What is this about?

Scheme petition for amalgamation of Intel Instruments and Systems Limited with Aplab Limited was heard. Court accepted undertakings regarding reserve transfer and creditor consent. Petition made absolute with directions for stamp duty payment, ROC filing via E-Form 21, and costs to authorities.

What did the court decide?

Petition made absolute in terms of prayer clauses (a), (c), and (d). Petitioner directed to pay costs to Regional Director and Official Liquidator and file order with Registrar of Companies.

Intel Instruments and Systems Ltd. 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. 92 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 86 OF 2013

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INTEL INSTRUMENTS AND SYSTEMS LIMITED

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………… Petitioner / the Transferor Company

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

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AND In the matter of Sections 391 to 394 of the

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Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Intel Instruments and Systems Limited (“the Transferor Company”)

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with Aplab Limited (“the Transferee Company”) and their respective shareholders

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Called for Hearing

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

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Mrs. R.N. Sutar Asst. Official Liquidator present in all the Company Scheme Petitions.

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Ms. Poornima Awasthi i/b H.P Chaturvedi for Regional Director in all the

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Company Scheme Petitions.

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CORAM: Ranjit More, J.

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DATE: 22^nd March, 2013

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Heard 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 Intel

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Instruments and Systems Limited with Aplab Limited and their respective shareholders.

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Learned advocate for the Petitioner states that the Petitioner/ Transferor Company is incorporated with the object of carrying on business of manufacture and supply of test and measuring instruments, oscilloscopes, power supplies, EPABX, SMPS inverters. Further the learned advocate states that the Transferee Company is in the business of manufacturing and supply of test instruments, power conversion & controls, UPS systems, banking and retail automation, fuel retailing solutions and cable fault locating instruments. Learned Counsel for the Petitioner states that the Aplab Limited, the Transferee Company is 100% holding Company of the Petitioner/Transferor Company.

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The rationale for the Scheme is simplify the group structure, reduce administrative cost and achieving operational and management efficiency, etc. The Petitioner Company approved the said Scheme by passing the Board Resolution which are annexed to the Company Scheme Petition.

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The learned Advocate for the Petitioner further states that, Petitioner company have complied with all the directions passed in Company Summons for Direction and that the Company Scheme Petition have been filed in consonance with the order passed in Summons for Direction.

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The learned counsel appearing on behalf of the Petitioner company submits that by an order passed by this court on 24^th January, 2013 in Company Summons for Direction No. 86 of 2013, the filing of a separate Company Summons for Direction and Company Scheme Petition in relation to the proposed Scheme by the Transferee Company i.e. Aplab Limited was dispensed with as no new shares will be issued and in view of Judgment passed by this Court in Mahaamba Investments Limited Versus IDI Limited (2001) 105 Company Cases (pages 16 to 18).

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The learned counsel appearing on behalf of the Petitioner has stated that the Petitioner have complied with all requirements as per

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directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company 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 paragraph 6 (a) of the said affidavit, it appears that the 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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Clause 2.3.4 of the scheme states that the excess arising on transfer of assets and liabilities as per clause 2.3.1 of the scheme and after providing for adjustments in clauses 2.3.2 and 2.3.3 of the scheme after providing for any provisions in the books of the Transferee Company shall be credited to the “General Reserve”. In this connection, it is submitted that the reserve arising out of the scheme be transferred to “Capital Reserve Account” instead of General Reserve by the Transferee Company.”

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In reply to the aforesaid observations raised by the Regional Director, the Petitioner Company through their Counsel undertakes that Reserve arising out of the Scheme shall be transferred to the Capital Reserve Account.

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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 Company. The said undertaking is accepted.

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The Official Liquidator has filed his report dated 15/03/2013 in the Company Scheme Petition stating therein that the affairs of the Petitioner Company have been conducted in a proper manner and that the Petitioner Company may be ordered to be dissolved by this Court.

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The Counsel for the Petitioner states that 2 Unsecured Creditors namely Avinash Enterprise by their letter dated 6^th March 2013 and Central Computer Aids by their letter dated 7^th March 2013 have objected to the proposed scheme as their dues have not been paid. The counsel for the Petitioner has tendered an Affidavit dated 21^st March 2013 stating therein that the said Creditors have given their consent to the proposed Scheme of Amalgamation. The original consent letters are annexed as exhibitsA2 & B2 to the Affidavit as mentioned hereinabove.

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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, the Company Scheme Petition filed by the Transferor Company are made absolute in terms of prayer clauses (a), (c) and (d).

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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 the Order.

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Petitioner are 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 the relevant provisions of the Act.

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The Petitioner Company in the Company Scheme Petition to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and 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 duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

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(Ranjit More, J)

Intel Instruments and Systems Ltd. v. ---

Case brief

What is this about?

What did the court decide?

Intel Instruments and Systems Ltd. v. ---

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Cases cited

Statutes considered

Parties & counsel

Coram

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