Allowed

Perlin Cosmeceuticals Private Limited v. -

Bombay HC13 Jun 2014CSP/135/2014

Case brief

AI extract

What is this about?

The Bombay High Court sanctioned a Scheme of Amalgamation between Perlin Cosmeceuticals Private Limited and Invotec Laboratories Private Limited under Sections 391-394 of the Companies Act, 1956. The court accepted undertakings regarding accounting, tax, and name change compliance, finding the scheme fair and reasonable.

What did the court decide?

The Company Scheme Petitions were declared absolute; direction to dissolve the Transferor Company; directions for stamp duty adjudication and filing with Registrar of Companies.

Perlin Cosmeceuticals Private Limited Vs - — Company and Corporate | 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.135 OF 2014

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.87 OF 2014

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PERLIN COSMECEUTICALS PRIVATE LIMITED

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…Petitioner / Transferor Company.

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AND

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COMPANY SCHEME PETITION NO.136 OF 2014

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.88 OF 2014

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INVOTEC LABORATORIES 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

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the Companies Act, 1956.

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AND

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In the matter of Scheme of Amalgamation

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Perlin Cosmeceuticals Private Limited

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WITH Invotec Laboratories Private Limited AND

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Their Respective Shareholders

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

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Ms. Purnima Awashti , i/b H.P Chaturvedi for Regional Director in both the

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Petitions.

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Mr. S. Ramnathan , Official Liquidator, present in the Company Scheme Petition No. 135 of 2014

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CORAM: S.J. KATHAWALLA,J

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DATE: 13^th June, 2014

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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 Perlin Cosmeceuticals Private Limited with Invotec Laboratories Private Limited and their respective shareholders.

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The Counsel for the Petitioners states that the Transferor

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Company is engaged in the business of manufacturing and marketing of cosmeceutical products. The Transferee Company is engaged in business of export and trading in pharmaceutical products.

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The Counsel of the Petitioner states that by the proposed Scheme of Amalgamation, the financial resources of the Companies will be conveniently merged and pooled together leading to a more effective and centralised management and reduction of administrative and manpower expenses and overheads. The shareholders of both the companies are common. Accordingly, the merger will also help in

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streamlining the group structure. Simplified and transparent business structure.

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The Petitioner Companies approved the said Scheme of Amalgamation by passing the Board Resolution in their respective meetings and which are annexed to the respective Company Scheme Petition.

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The learned Advocate for the Petitioner Companies further states that, the Petitioner Companies have complied with all the directions passed in respect of Company Summons for Direction and Company Scheme Petitions which have been filed in consonance with the orders passed in respect of Company Summons for Direction.

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The Counsel appearing on behalf of the Petitioners further 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, 1956/2013 and the Rules made thereunder whichever is applicable. The said undertaking is accepted.

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The Regional Director has filed an Affidavit on 19^th April, 2014 stating therein that save and except as stated in paragraph 6(a), (b) & (c) of the said Affidavit, it appears that the Scheme is not

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prejudicial to the interest of shareholders and public. The paragraphs 6 of the said Affidavit states that:

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a) Clause 6.4 of the scheme provides for accounting treatment in the books of Transferee Company. 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 liability if any 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 and the decision of the Income Tax Authority is binding on the Petitioner Company.

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c) As per clause 8 of the scheme the name of the Transferee Company is proposed to be changed to “Perlin Cosmeceuticals Private Limited”. In this connection, Transferee Company may be directed to comply with the provisions of section 13(3) & 6 of the Companies Act 2013 corresponding to section 21/23 of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 System of allotting the

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names, it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai.

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In so far as observation made in paragraph 6(a) of the Affidavit of the Regional Director is concerned, the Petitioner/Transferee through its Counsel undertakes to pass such accounting entries as may be necessary in connection with the scheme to comply with other applicable accounting standards.

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In so far as observation made in paragraph 6(b) of the Affidavit of the Regional Director is concerned, the Petitioner Company submit that the Petitioner is bound to comply with all applicable provisions of the Income-tax Act and all tax issues arising out of the scheme will be met and answered in accordance with law.

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In so far as observation made in paragraph 6(c) of the Affidavit of the Regional Director is concerned in regards to change of name of the Transferee Company to “Perlin Cosmeceuticals Private Limited”, the Transferee Company clarifies that it shall comply with the provisions of Section 13(3) & 6 of the Companies Act, 2013 corresponding to Section 21/23 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be

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allowed subject to availability of the same at the time of making such application.

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The Learned Counsel for Regional Director on instructions of Mr. M. Chandnamuthu, Joint Director in the office of the Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai states that they are satisfied with the undertakings given by the Petitioner Company. The said undertakings are accepted.

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The Official Liquidator has filed his report on 9^th June, 2014 stating that the affairs of the Transferor Company have been conducted in a proper manner and 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, Company Petition Nos. 135 and 136 of 2014 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) of respective petitions.

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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,

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for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the receipt of the order.

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Petitioner Company 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 / E-form INC-28 whichever is applicable, in addition to physical copy as per the provisions of the Act.

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The Petitioners in both the Company Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioner Company in Company Scheme Petition No. 135 of 2014 to pay sum of Rs. 10,000/- to the Official Liquidator, High Court of Bombay, towards its cost. 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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(S.J. KATHAWALLA, J.)

Perlin Cosmeceuticals Private Limited v. -

Case brief

What is this about?

What did the court decide?

Perlin Cosmeceuticals 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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