1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 306 OF 2010 CONNECTION WITH COMPANY SUMMONS FOR DIRECTION NO 322 OF 2010 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between CMS Securitas Limited and CMS Info Systems Private Limited and their respective shareholders CMS Info Systems Private Limited....Petitioner Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioner. Mrs. Neeta Masurkar, i/b Mr. S. K. Mohapatra for Regional Director. Mr. M.S. Bhardwaj, Advocate for J.M Manpower & Securities Private Limited one of the Unsecured Creditor CORAM: S.J. KATHAWALLA , J DATE: 25TH OCTOBER, 2010 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Arrangement between CMS Securitas Limited and CMS Info Systems Private Limited and their respective shareholders. The Scheme inter-alia provides for demerger of ‘ATM and Cash Management Division’ of CMS Securitas Limited, the Transferor Company into CMS Info Systems Private Limited, the Transferee Company. 2 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6(a) & 6(b) of the said affidavit, the scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit, the Regional Director has stated that: (a) The Registered Office of the Demerged Company is situated in National Capital Territory of Delhi. Hence the present Scheme of Arrangement between the Demerged Company and Resulting Company will be subject to condition of similar approval from Hon’ble High Court of Delhi in respect of Demerged Company.” (b) The deponent is in receipt of objection/opposition to the present scheme of arrangement from Shri Manoj Kumar Garg, Advocate for J.M Manpower & Securities Private Limited vide their letter dated 28/07/2010 one of the unsecured Creditor of the Resulting Company for their outstanding amount of Rs. 17,38,909/-. The said letter dated 28/07/2010 is annexed hereto and marked as Exhibit-D. As the Resulting Company continues to be existence any proven liability would continue to be liability of the Resulting Company. Hence this Hon’ble Court may be pleased to consider the above objection on its merits.” 5. In so far as the query raised by the Regional Director in paragraph 6 (a) is concerned, the Counsel for the Petitioner states that Petition has been filed by the Resulting/Transferee Company before the Delhi High Court and the same is still pending. It is further submitted that as per 3 clause 15.2 of the Scheme, the Scheme shall be conditional subject to sanction by this Court and the Delhi High Court. 6. So far as the query raised in paragraph 6 (b) is concerned, the learned Counsel appearing for the Petitioner states that the purported claim of the said Creditor is disputed and that the said Creditor cannot use Scheme as tool to recover debt which is disputed. The net worth of the Petitioner Company post demerger of ‘ATM and Cash Management Division’ of CMS Securitas Limited, the Transferor Company to the Petitioner Company (as on March 31, 2010) shall increase from Rs. 80,508,283/- to Rs.690,789,945/-. Moreover the Scheme does not affect the rights of Creditors as there is no Arrangement or Compromise with any of the Creditors. 7. The learned counsel appearing for the Petitioner is correct in his submission. It will be open to the said unsecured creditor to pursue legal remedy as may be advised for recovery of their claim amount. 8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No 306 of 2010 is made absolute in terms of prayer clause (a) of the petition. 9. The Petitioner 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 order. 10. The Petitioner to pay costs of Rs.10,000/- to the Regional Director. 11. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 4 13. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S.J. KATHAWALLA, J)