Yantra Automation Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 70 OF 2016 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 944 OF 2015 Yantra Automation Private Limited ...Transferor Company No.1 /Petitioner Company AND COMPANY SCHEME PETITION NO. 71 OF 2016 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 945 OF 2015 A D ELECTRONICS PRIVATE LIMITED ...Transferor Company No.2 /Petitioner Company WITH COMPANY SCHEME PETITION NO. 72 OF 2016 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 946 OF 2015 Rexel India Private Limited ...Transferee Company / Petitioner Company In the matter of the Companies Act 1 of 1956 (or re-enactment thereof upon effectiveness of Companies Act, 2013);
AND In the matter of Sections 391 to 394 of the Companies Act, 1956 (or any corresponding provision of Companies Act, 2013 as may be notified);
AND
In the matter Scheme of amalgamation of Yantra Automation Private Limited ("YAPL" or "Transferor Company No. 1") AND A D Electronics Private Limited ("ADEPL" or "Transferor Company No. 2") WITH Rexel India Private Limited ("RIPL"
or "Transferee Company") AND Their Respective Shareholders and Creditors Called for Hearing Ms. Shruti Kelji a/w. Ms. Sunila Chavan and Ameya Lambhate, Advocates for the Petitioner Mr. Arun Kumar Roy, i/b. A. A. Ansari for the Regional Director in all Company Scheme Petitions.
Mr. Vinod Sharma, Official Liquidator present in Company Scheme Petition Nos.70 and 71 of 2016.
Coram : B. P. Colabawalla, J.
Date : 16th April, 2016 P.C:- 1.
Heard Advocate for the parties. No objectors have come before the Court to oppose the Scheme nor any party has controverted any averments made in the Company Scheme Petition. 2.
The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Yantra Automation Private Limited, and A D Electronics Private Limited with Rexel India Private Limited and their respective shareholders and creditors.
3.
Learned Advocate for the Petitioner Companies states that the Transferor Company No.1 is carrying on the business of trading of control logic systems, programmable logic controllers, control panels, hard drive systems and reciprocating and rendering of related services and the Transferor Company No.2 is carrying on the business of trading of automation devices and instruments in both domestic and international markets and the Transferee Company is engaged in the business of prime objective of trading in electrical items and providing Business Support Services to its fellow subsidiary companies.
4.
The proposed scheme of amalgamation of the Transferor Companies with Transferee Company will have the benefit that amalgamation will enable the integration of business operations and the consolidation of the business activities will lead to synergies of operations and a stronger and wider capital and financial base for future growth/expansion and cost savings from focused operational efforts, rationalization, standardization and simplification of business processes, productivity improvements, improved procurement and integration and optimization of various support functions, resources and the assets and easier and speedier decision making at all levels and better management and co-ordination and garner the benefits arising out of economies of large scale and lower operating costs and pooling of the human talents in terms of manpower, management, administration and marketing to result in savings of costs and increasing leveraging capacity of the merged entity i.
e.
assets and bring uniformity in corporate policy and enhance the shareholder's value.
5.
The Petitioner Companies have approved the Scheme of Amalgamation by passing Board Resolutions which are annexed to their Company Scheme Petition.
6.
The Learned Advocate for the Petitioners further state 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 Order passed in Company Summons for Directions. 7.
The Learned Advocate appearing on behalf of the Petitioners have stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavit of compliance in the Court. Moreover, the Petitioner Companies through its Advocate undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956/2013 and the Rules made thereunder. The said undertaking is accepted.
8.
The Official Liquidator has filed his report on 12th April, 2016 in Company Scheme Petition No. 70 of 2015 and Company Scheme Petition No. 71 of 2015 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved.
9.
The Regional Director has filed an Affidavit on 7th April, 2016 stating therein, save and except as stated in paragraph 6, it appears that the Scheme is not prejudicial to the interest of the shareholders and public. The aforesaid paragraph 6 reads as under:
"6. That the Deponent further submits that:- (a) Clause No. 14.2 of the Scheme provides for differences in Accounting Policies between Transferor Company and Transferee Company. In this regards, it is submitted that in addition to the compliance of Accounting Standard such as AS-5 etc.
(b) That the Deponent further submits that the Tax implication 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."
10. As far as the observations made in paragraph 6 (a) of the Affidavit of the Regional Director is concerned, the Petitioner Companies through their Counsel undertakes that the Transferee Company shall pass such accounting entries as may be necessary in connection with the Scheme of Amalgamation to comply with any other applicable Accounting Standards.
11. As far as the observations made in paragraph 6 (b) of the Affidavit of the Regional Director is concerned, the Petitioner Companies are bound to comply with all applicable provisions of the Income Tax Act, and all tax issues arising out of scheme will be met and answered in accordance with law.
12. The Learned Counsel for the Regional Director on instructions of Mr. M. Chandanamuthu, Joint Director (Legal) in the office of the Regional Director states that they are satisfied with the
undertakings given by the Petitioner Companies. The said undertakings given by the Petitioner Companies are accepted.
13. 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.
14. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 70 of 2016 and Company Scheme Petition No. 71 of 2016 are made absolute in terms of prayer clause (a), (b) and (d) and Company Scheme Petition No.72 of 2016 is made absolute in terms of prayer clause (a) and (c).
15. The Petitioner Companies are directed 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.
16. The Petitioner Companies are further directed to file a copy of this order along with a copy of the Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay with the concerned Registrar of Companies, electronically, along with EForm INC 28 in addition to physical copies as per relevant provisions of the Companies Act, 1956/2013 whichever is applicable.
17. The Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and Petitioner Company in Company Scheme Petition No.70 of 2016 and Company Scheme Petition No. 71 of 2016 to pay costs of
Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the Order.
18. Filing and issuance of the drawn up order is dispensed with.
19. All concerned regulatory authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, (O.S.), Bombay.
(B. P. Colabawalla, J.) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.
Uploaded by: Shankar Gawade, Stenographer