Allowed

Daljita Financial and Technical Services Pvt.Ltd. v. --

Bombay HC7 Mar 2014CSP/724/2013

Case brief

AI extract

What is this about?

The court allowed the petitions and made absolute the Schemes of Amalgamation filed by Chenab Energy Private Limited, Mittal Energy India Services Private Limited, and Daljita Financial & Technical Services Private Limited for pooling interests under sections 391 to 394 of the Companies Act, 1956, accepting undertakings on compliance.

What did the court decide?

Company Scheme Petitions made absolute. Mergers approved.

Daljita Financial and Technical Services Pvt.Ltd. Vs -- — Company and Corporate | Bombay HC (2014)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO. 722 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 574 OF 2013

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In the matter of Companies Act, 1956

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And

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In the matter of Sections 391 and 394 of the Companies Act, 1956;

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And

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In the matter of the Scheme of Amalgamation of Chenab Energy Private Limited

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And

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Mittal Energy India Services Private Limited With

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Daljita Financial & Technical Services Private Limited

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And their respective Shareholders and Creditors Chenab Energy Private Limited …Petitioner/Transferor Company No.1

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AND

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COMPANY SCHEME PETITION NO. 723 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 575 OF 2013

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Mittal Energy India Services Private Limited ... Petitioner /Transferor Company No.2

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AND

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COMPANY SCHEME PETITION NO. 724 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 576 OF 2013

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Daljita Financial & Technical Services Private Limited

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…Petitioner/Transferee Company

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Called for Hearing

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Ms. Amrita Hajarnis i/b. Dave & Girish & Co., Advocates for the Petitioner Mr. C.J. Joy with Mr. G. Hariharan i/b. Mr. H.P. Chaturvedi for Regional Director, in all Petitions.

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Mrs. R. N. Sutar, Asst. Official Liquidator, present in CSP 722 of 2013 and 723 of 2013

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CORAM : G. S. Patel, J. DATE : 7^th March, 2014

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P.C.:

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Heard Learned Counsel for the parties. No objector has come before the Court to oppose the Scheme and to controvert any averments made in the Petition.

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The sanction of the Court is sought for the Scheme of Amalgamation of Chenab Energy Private Limited and Mittal Energy India Services Private Limited with Daljita Financial & Technical Services Private Limited, and their respective shareholders and creditors under sections 391 to 394 and other relevant provisions of the Companies Act, 1956.

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The Petitioner/Transferor Company No.1 Chenab Energy Private Company and the Petitioner/ Transferor Company No.2 Mittal Energy India Services Private Limited are engaged inter alia in the business of developing, designing, assembling, installing, commissioning, repairing, servicing renewable energy systems and non -conventional sources of energy.

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The Petitioner/Transferee Company is engaged inter alia in the business of providing financial and technical services and for that purpose establish, maintain, conduct, provide services and man power procurement.

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Learned Counsel for the Petitioner states that the objective of the Scheme is to carry out the business of all three Companies under one common umbrella, by way of pooling of interests, so as to derive the benefits of synergies and economies of scale and the amalgamation of the companies will result in various benefits including being able to garner the benefits arising out of lower operating costs, pooling of the human talents in terms of manpower, management, administration and marketing which would result into saving of costs, combined capital resources to result into increasing

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the leveraging capacity of the merged entity i.e. its capacity to borrow funds for business purposes, amalgamation of the three companies would eliminate duplication of work in areas like accounts, company law and tax assessments, common administrative services and will result in costs savings, reduction in regulatory/ procedural compliances and accordingly, cost saving in fees/ duties payable on statutory and procedural compliance, integrate, rationalize and streamline the management structure of the merged businesses, facilitate inter transfer of resources and optimum utilization of assets, synchronizing of efforts to achieve uniform corporate policy, ease in decision making at the group level, and to reflect the consolidated net worth of both the companies in one balance sheet.

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The Board of Directors of the Transferor Company No. 1, the Transferor Company No. 2 and the Transferee Company have passed a resolution approving the Scheme of Amalgamation which, is annexed to the respective Petitions.

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The Learned Counsel for the Petitioner further states that, the Petitioner Companies have complied with all the directions passed in the Company Summons for Direction No. 574 of 2013, Company Summons for Direction No. 575 of 2013 and Company Summons for Direction No. 576 of 2013 and that the Company Scheme Petitions have been filed in consonance with the orders passed in the said Company Summons for Direction No. 574 of 2013, Company Summons for Direction No. 575 of 2013 and Company Summons for Direction No. 576 of 2013 respectively.

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Learned Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all requirements as per the directions of the Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company also undertakes to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The said undertaking is accepted.

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The Regional Director has filed his affidavit on 18^th February, 2014 stating that save and except as stated in paragraph 6(a) to 6(c) of the said affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6(a) to 6(c) it is stated that:

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“(a) Clause 13 of the Scheme deals with object clause amendment of the Transferee Company. In this connection, the Transferee Company may be directed to comply with provisions of section 40 read with section 18 of the Act and to file amended copy of the Memorandum of Association along with Form No. 21 with the Registrar of Companies.

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(b) Clause 17.4 of the scheme states that, the difference between the amount recorded as share capital issued pursuant to clause 12.1 of the scheme and the amount of the share capital of the Transferor Company shall be adjusted in reserves. In this regard it is submitted that surplus if any arising out of this scheme be credited to Capital Reserve Account Of Transferee Company, similarly deficit if any be credited to Goodwill Account of the Transferee Company.

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(c) Equity shares of the Transferor Companies are held by foreign body corporate/NRI. Hence for allotment of new shares by the Transferee Company to the shareholders of NRI/foreign body corporate, the Transferee Company may be directed to comply with FEMA/RBI regulations as applicable in this regard.

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In response to the issue raised by the Regional Director in paragraph 6 (a) of the Affidavit, the Petitioners through their Counsel undertakes to comply with provisions of section 40 read with section 18 of the Act and to file amended copy of the Memorandum of Association along with Form No. 21 with the Registrar of Companies. The undertaking is accepted.

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In response to the issue raised by the Regional Director in paragraph 6 (b) of the Affidavit, the Petitioners through their Counsel states that surplus if any arising out of this scheme will be credited to Capital Reserve Account Of Transferee Company, and deficit if any will be credited to Goodwill Account of the Transferee Company .

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In response to the issue raised by the Regional Director in paragraph 6 (c) of the Affidavit, the Petitioner through its Counsel undertakes that the Transferee Company while allotting new shares to the shareholders of the Transferor Companies will comply with FEMA/RBI regulations as applicable in this regard. The undertaking is accepted.

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The Learned Counsel for the Regional Director on instruction from Mr. Chandanamuthu, Joint Director Legal in the office of Ministry of Corporate Affairs

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states that they are satisfied with the undertaking given by the Petitioner/Transferee Company.

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The Official Liquidator has filed his report on 13^th December, 2013 stating therein that the affairs of the Transferor 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 any public policy. None of the parties concerned have come forward to oppose the Scheme in the Court.

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Since all requisite statutory compliances have been fulfilled, Company Petition No. 722 of 2013, Company Petition No.723 of 2013 filed by the Transferor Company and Company Petition No.724 of 2013 filed by the Transferee Company are made absolute in terms of prayer clauses (a) to (e) respectively.

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The Petitioner Companies to lodge a copy of this order and the Scheme of Amalgamation 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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The Petitioners 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 relevant provisions of law.

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The Petitioners to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai in all Petitions. The Petitioners to pay costs of Rs. 10,000/- each to the Official Liquidator, High Court, Bombay towards his cost in Company Scheme Petition No. 722 of 2013 and Company Scheme Petition No.723 of 2013. 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 (High Court, Bombay).

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(G. S. Patel, J.)

Daljita Financial and Technical Services Pvt.Ltd. v. --

Case brief

What is this about?

What did the court decide?

Daljita Financial and Technical Services Pvt.Ltd. 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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