Allowed

M/S. Tech-Flow Engineers India Private Limited v. -

Bombay HC1 Mar 2013CSP/16/2013

Case brief

AI extract

What is this about?

The High Court of Judicature at Bombay sanctioned the scheme of amalgamation between Tech-Flow Engineers India Private Limited and Techflow Structures Private Limited. The court accepted undertakings regarding name change compliance and reserve styling, finding the scheme fair, reasonable, and not contrary to public policy.

What did the court decide?

Company Scheme Petition No. 16 of 2013 and No. 17 of 2013 made absolute in terms of prayer clauses.

M/S. Tech-Flow Engineers India Private Limited Vs - — Specific Performance | Bombay HC (2013)

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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.16 OF 2013. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.845 OF 2012.

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TECH-FLOW ENGINEERS INDIA PRIVATE LIMITED

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…. Petitioner/Transferor Company.

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WITH

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COMPANY SCHEME PETITION NO.17 OF 2013. CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.846 OF 2012.

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TECHFLOW STRUCTURES PRIVATE LIMITED.

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….Petitioner / Transferee Company

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In the matter of the Companies Act, 1 of 1956;

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

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AND In the matter of Scheme of Amalgamation and Arrangement of M/s. Tech-Flow Engineers Private Limited with M/s.Techflow Structures Private Limited and their respective shareholders and creditors.

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Called for hearing

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Mr. Rahul D. Oak, Advocate for the Petitioners

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Mrs. R. N. Sutar, Asstt. Official Liquidator, present in CSP No. 16 of 2013

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Mr. C.J. Joy with Mr. N.D. Sharma, i/b Dr. T. C. Kaushik for Regional Director in both the Petitions.

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Coram: N. M. Jamdar, J Date : 1^st March, 2013

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PC:

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Heard counsel for the parties.

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None appeared before the Court to oppose the Scheme and nor any party has contravened any averments made in the Petition.

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Learned Counsel for the Petitioner states that the Petitioner Companies are in the business of constructions and engineering. The proposed scheme of Amalgamation will have the benefit of the combined operations of both the Companies are expected to give rise to capital efficiency and improved cash flow. The transferor and transferee Companies both approved the said scheme of Amalgamation by passing the Board Resolution which are annexed to the respective Company Scheme Petitions. The learned Advocate for the Petitioner further states that, Petitioner Companies have 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 respective Summons for Directions and seeks sanction to proposed Scheme of Amalgamation of Techflow Engineers India Private Limited, the Transferor Company with Techflow Structures Private Limited, the Transferee Company, under Sections 391 to 394 of the Companies Act, 1956.

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Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and that the Petitioners have filed necessary Affidavits of compliance in the Court. Moreover, Petitioner Companies undertakes to comply with all statutory requirements, if any, as required under the

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Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted.

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The Official Liquidator has filed his report dated 22/02/2013 in Company Scheme Petition No. 16 of 2013 stating that the affairs of the Transferor Company may be ordered to be dissolved.

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The Regional Director has filed an Affidavit dated 15/02/2013 February, 2013 stating therein that save and except as stated in paragraph No. 6, it appears that the Scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the affidavit, the Regional Director has stated as under:

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(a) As per clause 9 of the Scheme the name of the Transferee Company is proposed to be changed to “Tech-Flow Engineers India Private Limited”. In this connection Transferee Company may be directed to comply with the provisions of section 21/23 of the Companies Act, 1956 in respect of filing of necessary forms with 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 computarised MCA 21 System of allotting the 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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(b) Clause 15.2 of the Scheme stated that if any, of the net value of assets, liabilities and reserves of the Transferor company acquired and recorded by the Transferee company over face value of the New Equity Shares on Merger issued and allotted pursuant to clause 13.1 of the Scheme shall be credited to General Reserve in the Balance Sheet. Conversely, the deficit, as computed using the formula set out in this clause, shall be debited to General Reserve. In this connection it is submitted that the reserve if any, arising out of the Scheme shall be styled as “Capital Reserve Account”

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So far as paragraph 6 (a) of the affidavit of the Regional Director is

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concerned, the counsel for the Petitioners undertakes to comply the provisions of Section 21/23 of the Companies Act, 1956 in respect of

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filing of necessary forms with the Registrar of Companies in respect of proposed new name of Amalgamated Company. It is agreed that the new 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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So far as paragraph 6 (b) of the affidavit of the Regional Director is concerned, the counsel for the Petitioners undertakes that the reserve if any, arising out of the Scheme shall be styled as “Capital Reserve Account”.

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The Learned Counsel for Regional Director on instructions of Mr. M. Chandanamuthu, 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 Advocate for the Petitioner Companies. The said undertakings are accepted.

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10.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 in the Court.

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11.Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 16 of 2013 is made absolute in terms of prayer clauses (a) to (g) and Company Scheme Petition No. 17 of 2013 is made absolute in terms of prayer clauses (a) to (h).

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12.The Petitioner Companies 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

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of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order.

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13.Petitioners are directed to file a copy of this order alongwith a copy of the Scheme with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy as per the relevant provisions of the Act.

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14.the Petitioners in all the Petitions to pay cost of 10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioners in the Company Scheme Petition No. 16 of 2013 to pay cost of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the order.

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15.Filing and issuance of the drawn up order is dispensed with.

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16.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.

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(N. M. Jamdar, J.)

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M/S. Tech-Flow Engineers India Private Limited v. -

Case brief

What is this about?

What did the court decide?

M/S. Tech-Flow Engineers India Private Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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Statutes considered

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