Allowed

Essel Urban Infrastructures Private Limited v. -

Bombay HC20 Jun 2014CSP/123/2014

Case brief

AI extract

What is this about?

The High Court approved a Scheme of Amalgamation between Essel Urban Infrastructures Private Limited and Pan India Infraprojects Private Limited. Finding no objection and sufficient statutory compliance, the court made the petitions absolute subject to undertakings regarding tax and accounting standards.

What did the court decide?

The Company Scheme Petitions No. 123 and 124 of 2014 were made absolute in the terms of the prayer clauses. The petitioners were directed to file the order and Scheme with the Registrar of Companies a

Essel Urban Infrastructures Private Limited Vs - — Specific Performance | Bombay HC (2014)

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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 123 OF 2014

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 109 OF 2014

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ESSEL URBAN INFRASTRUCTURES PRIVATE LIMITED

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………… Petitioner/ Transferor Company

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COMPANY SCHEME PETITION NO 124 OF 2014

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 107 OF 2014

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PAN INDIA INFRAPROJCTS 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;

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AND

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In the matter of Scheme of Amalgamation

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Essel Urban Infrastructures Private Limited with Pan India Infraprojects Limited 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 Petitioner Companies.

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Mr. K.S Reddy, in charge Official Liquidator, Deputy Official Liquidator present in the Company Scheme Petition No 123 of 2014.

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Mr. C. J. Joy With Ms. Jyotsna Pandhi i/b Mr. H.P. Chaturvedi for Regional Director in the Company Scheme Petition.

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Page 1 of 5

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CORAM: S.J.Kathawalla, J.

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DATE: 20^th June, 2014

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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 controverted 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 Essel Urban Infrastructures Private Limited with Pan India Infraprojects Private Limited and their respective shareholders.

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Learned Counsel for the Petitioners states that the Transferor Company is inter alia engaged in the business of developing land. The Transferee Company is engaged in the business of EPC infrastructure and construction.

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The rationale for the Scheme is to carry out internal restructuring to simplify the group structure and to reduce administrative cost.

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The Transferor Company and the Transferee Company approved the said Scheme by passing Board Resolutions which are annexed to the respective Company Scheme Petitions filed by the Petitioner Companies.

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The learned counsel for the Petitioners states that the Petitioner Companies have complied with all the directions passed in Company Summons for Direction and that the Company Scheme Petitions have been filed in consonance with the orders passed in respective Company Summons for Direction.

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The learned counsel appearing on behalf of the Petitioners has stated that the Petitioner Companies 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 /

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Page 2 of 5

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2013 and the Rules made there under which are applicable. The said undertaking is accepted.

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The Regional Director has filed an Affidavit on 18^th June, 2014 stating therein that save and except as stated in paragraphs 6 (a), (b) and (c) 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 as under:

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“a) Clause 2.3 of the scheme provides for accounting treatment. In this regard, it is further submitted that in addition to compliance of AS 14 Transferee Company shall pass such accounting entries as may be necessary in connection with the scheme to comply with other applicable accounting standards.

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b) The deponent further respectfully submits that, the Tax issues arising out of this scheme is subject to final decision of Income Tax Authority. The approval of the scheme by this Hon’ble High Court may not deter the rights of the Income Tax Authority to examine the returns filed by the petitioner company independently as per applicable provisions of Income Tax Act.

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c) Clause 2.4.2 of the Scheme provides for amendment of object clause of the Memorandum of Association of the Transferee Company. In this connection, the Transferee Company may be directed to comply with provisions of section 15 read with section 13 of the Companies Act, 2013 corresponding to section 40 read with section 18 of the Act, 1956 and to file the amended copy of Memorandum of Association alongwith Form No. 21 with the Registrar of Companies”

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In so far as observations made in paragraph 6(a) of the Affidavit of the Regional Director, the Petitioner Company/Transferee Company through their counsel undertakes that in addition to compliance of AS 14 Transferee Company shall pass such accounting entries as may be necessary in accoradnce with the scheme to comply with other applicable accounting standards .

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Page 3 of 5

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In response to the aforesaid observation in paragraph 6(b) of the Affidavit of Regional Director, the Petitioner Company is bound to comply with all applicable provisions of Income Tax Act, 1961 and all tax issues arising out of scheme will be met and answered in accordance with law.

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In response to the aforesaid observation in paragraph 6(c) of the Affidavit of Regional Director, the Transferee Company undertakes to comply with provisions of section 15 read with section 13 of the Companies Act, 2013 corresponding to section 40 read with section 18 of the Act, 1956 and shall file amended copy of Memorandum of Association alongwith applicable form with the Registrar of Companies.

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The Learned Counsel for Regional Director on instructions of Mr. M. Chandanamuthu, Joint Director (Legal) in the office of the Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai have not raised any further objections to the submissions made by the Petitioner Company. The said submissions and undertakings of the Petitioner Company are accepted.

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The Official Liquidator has filed his report on 2^nd May, 2014 in the Company Scheme Petition stating therein that the affairs of the Petitioner Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved by this Court.

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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 No. 123 and 124 filed by the

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Page 4 of 5

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Petitioner Companies are made absolute in terms of prayer clauses (a), (c) & (d).

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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 (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 Companies are directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with E-Form INC-28 in addition to physical copy as per the relevant provisions of the Companies Act, 1956 / 2013.

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The Petitioner Companies 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 the date of the order.

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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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(S.J.Kathawalla, J)

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Page 5 of 5

Essel Urban Infrastructures Private Limited v. -

Case brief

What is this about?

What did the court decide?

Essel Urban Infrastructures 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

Case details

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