Snk Solutions Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 383 OF 2016 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.315 OF 2016 In the matter of the Companies Act, 1956/2013 AND In the matter of Petition under Sections 391 to 394 of the Companies Act, 1956/ 230 to 232 of the Companies Act, 2013 AND In the matter of SNK Solutions Private Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION OF SNK ETAX SOLUTIONS LIMITED, AND SNK AND TAJ SOLUTIONS PRIVATE LIMITED WITH SNK SOLUTIONS PRIVATE LIMITED SNK Solutions Private Limited
...Petitioner / Transferee Company
Called for Hearing Mr. NaserAli Rizvi i/b Thakore Jariwala & Associates, Advocates for Petitioners. Mr. P.S. Gujar i/b. Mr. Pankaj Kapoor for Regional Director in the Petition. CORAM: A.K. Menon, J.
DATE: 27th October, 2016
PC:
1. Heard learned counsel for parties. No objector has come to oppose the Scheme nor any party has controverted any averments made in the Petitions.
2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to an arrangement embodied in the Scheme of Amalgamation Scheme of Amalgamation of SNK ETAX Solutions Limited i.e. the First Transferor Company and SNK and Taj Solution Private Limited i.e. the Second Transferor Company with SNK Solutions Private Limited, the Petitioner / Transferee Company.
3. The learned Advocate for the Petitioner Company states that the Transferee Company is engaged in the business of providing of consultancy services and is also acting as Insurance Agent and the First Transferor Company is engaged in providing E-services in field of Direct and Indirect Tax and software development related activities and the Second Transferor Company is engaged in software development and all related activities.
4. The learned Advocate for the Petitioner Company further states that the Scheme of Amalgamation would enable to achieve integration of the business operations, strategic flexibility and a scale to pursue growth opportunities. Further the combined entity will be able to showcase strength and there will also be synergy benefits through combined operations and it will also result in cost efficiencies leading to more efficient and economical control and conduct of the affairs.
5. The Petitioner Company and the Transferor Companies have approved the said Scheme of Amalgamation by passing the Board Resolutions which is annexed to the Company Scheme Petition.
6. The learned Advocate for the Petitioners states that the Petitioner Company has complied with all the directions passed in Company Summons for Direction and that the Company Scheme Petition have been filed in consonance with the orders passed in Company Summons for Direction and seeks sanction to the said proposed Scheme of Amalgamation.
7. The Learned Advocate appearing on behalf of the Petitioner has stated that they have complied with all requirements as per 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, 1956/2013 and the Rules made there under. The said undertaking is accepted.
8. The Regional Director has filed his Affidavit on 24th October 2016, inter alia, stating therein that save and except as stated in paragraphs 6 (a) and (b) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6 (a) and (b) of the said Affidavit, the Regional Director has stated that : "6. That the Deponent further submits that:- (i) That the Deponent further submits that the Tax issue if any arising out of this scheme shall be subject to final decision of Income Tax Authority and approval of the scheme by Hon'ble High Court may not deter the income Tax Authority to scrutinize the tax returns filed by the petitioner company after giving effect to the amalgamation. The decision of the income Tax Authority is binding on the petitioner company. (ii) Clause 11 of the Scheme inter alia mentioned that notwithstanding what is mentioned in the clause regarding
accounting treatment, the board of directors of the transferee company in consultation with the auditors is authorized to account any of these balances in any manner whatsoever as deemed fit. Petitioner Company is also required to comply with the applicable Accounting Standard.
Deponent prays that the Hon'ble Court may direct the company to undertake to comply accounting standards as notified under Companies act.
(iii) Petitioner in clause 10 of the Scheme inter alia mentioned that all fractional shares shall be rounded off to the nearest integer.
Deponent prays that the Hon'ble Court may pass such order as may deem fit.
(iv) Petitioner in Clause 13 of the Scheme inter alia has mentioned that to carry on the business of the transferor companies, the memorandum of the association of the transferee Company shall stand altered and amended by insertion of the new clause as mentioned in clause 13.1.1. Deponent prays that the Hon'ble Court may direct the Company to undertake to comply with the applicable provisions of the /under the Companies Act read with the relevant rules for alteration of the object clause of the Company."
9. With reference to observations contained in Clause 6(i) of the affidavit of Regional Director, the Petitioner Company and Transferee Company shall be bound to comply with all applicable provision of Income Tax Act, and all tax
issues arising out of Scheme will be met and answered in accordance with law.
10. As far as the objection of the Regional Director in paragraph 6(ii) of his affidavit is concerned, the Transferee Company through its advocate undertakes that the Transferee Company shall pass such accounting entries which are necessary in connection with the scheme and to comply with Accounting Standard -14 and other applicable Accounting Standard such as AS - 5 etc.
11. With reference to observations contained in Clause 6(iii) of the affidavit of Regional Director, the Advocate for Petitioner submits that all the shareholder of the Petitioner Company have given consent to Scheme providing for the fractional shares to be rounded off to the nearest integer, which are annexed to the Company Summons for Direction and hence same will be binding upon the shareholders of the Petitioner Company.
12. With reference to observations contained in Clause 6(iv) of the affidavit of Regional Director, Learned Advocate of the Petitioner states that the Transferee Company undertakes to comply with provisions of sections 13(1),
(6) and 15 of the Companies Act, 2013 and to file amended copy of Memorandum of Association along with Form No.21 with the Registrar of Companies.
13. The Learned Counsel for Regional Director on instructions of Ms. Sheela Joint Director, in the Office of the Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai, states that they are satisfied with the undertakings made by the Petitioner Company through their advocate. In view thereof, the said undertakings are accepted.
14. 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.
15. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.383 of 2016 filed by the Transferee Company is made absolute in terms of prayer clauses (a) & (b).
16. The Petitioner Company to lodge a copy of this order along with the Scheme 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 this order.
17. Petitioner is directed to file/lodge a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Registrar of Companies, electronically, along with E-Form INC28, in addition to physical copy, as per the relevant provisions of the Companies Act 1956/ 2013, whichever is applicable.
18. The Petitioners to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai within four weeks from the date of the order.
19. Filing and issuance of the drawn up order is dispensed with.
20. All concerned regulatory authorities to act on copy of this order along with the Scheme and Form of Minutes duly authenticated by the Company Registrar, High Court (O. S.), Bombay.
(A.K. Menon, J.)
CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order. Uploaded by: Shankar Gawde, Stenographer