Allowed

Hincon Technoconsult Ltd. v. 0

Bombay HC4 Apr 2014CSP/27/2014

Case brief

AI extract

What is this about?

The High Court of Bombay examined a scheme of amalgamation between Hincon Technoconsult Limited (Transferor) and Highbar Technologies Limited (Transferee). The Court found the scheme fair, non-prejudicial, and compliant with liquidator and regulatory reports, subsequently granting sanction to both company scheme petitions.

What did the court decide?

Company Scheme Petition No. 28 of 2014 and No. 27 of 2014 made absolute; draft order issued.

Hincon Technoconsult Ltd. Vs 0 — Company and Corporate | Bombay HC (2014)

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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.27 OF 2014 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 852 OF 2013

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HINCON TECHNOCONSULT LIMITED,

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....Petitioner/ Transferor Company

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WITH

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COMPANY SCHEME PETITION NO.28 OF 2014 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 851 OF 2013

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HIGHBAR TECHNOLOGIES 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

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

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AND

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In the matter of Scheme of Amalgamation of Hincon Technoconsult Limited WITH Highbar Technologies Limited AND Their respective Shareholder and Creditors

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Called for hearing

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Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b Rajesh Shah & Co., Advocate for the Petitioners in both Petitions.

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Mrs. R. N. Sutar, Asstt. Official Liquidator, present in CSP No 27 OF 2014

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Mr. C. J. Joy with Mr. N. D. Sharma i/b Dr. H.P.Chaturvedi for Regional Director in all Petitions.

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CORAM: S. J. Kathawala, J.

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DATE : 4^th April, 2014

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PC:

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Heard learned counsel for the parties. The learned Advocate for the Petitioner Company states that the Advocate on record has received objection of two creditors of the Transferee Company. However, the Petitioner Transferee Company has agreed to settle their dues and accordingly the said creditors has given No Objection Certificate to the proposed Scheme of Amalgamation, which is annexed as Exhibit ‘A’ and Exhibit ‘B’ to the further affidavit filed by Mr. Satish Pendse, Authorised Signatory of the Petitioner Transferee Company on 27^th March, 2014.

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The sanction of the Court is sought to a Scheme of Amalgamation of HINCON TECHNOCONSULT LIMITED with HIGHBAR TECHNOLOGIES LIMITED and their respective Shareholder and Creditors, under Sections 391 to 394 of the Companies Act, 1956.

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Learned Counsel for the Petitioners states that the Transferor Company is carrying on business of constructional, mechanical and civil engineering for public works and as general contractors also providing engineering consultancy and design, service, management consultancy services, Technical knowhow services to the clients both in India and abroad and the Transferee Company is carrying on the business of providing IT solutions and process consulting to infrastructure organizations

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for increasing efficiencies for Roads, Ports, Real-Estate, Airports, Railways, Irrigation & Water supply, as well as urban and industrial infrastructure (telecom, mining), both, in the private and public sector. The proposed scheme of Amalgamation lead to synergies of operations and more particularly (i) Reducing the multiple layer inefficiencies; (ii) Consolidation and synergies of operations; (iii) Administrative convenience; (iv) Reduction in administrative cost and overheads. The Transferor Company and Transferee Company have approved the said Scheme of Amalgamation by passing the Board Resolutions which are annexed to the respective Company Scheme Petitions.

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The learned Advocate for the Petitioners further states that, Petitioner Companies have complied with all the directions passed in Company Summons for Directions and that the Company Scheme Petitions have been filed in consonance with the orders passed in respective Company Summons for Directions and seeks sanction to the said proposed Scheme of Amalgamation.

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The learned counsel appearing on behalf of the Petitioners have stated that the Transferor Company and the Transferee Company have complied with all requirements as per directions of this Court and they have filed necessary Affidavits of

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compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 / Companies Act 2013, whichever is applicable and the Rules made there under. The said undertaking is accepted.

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The Official Liquidator has filed his report on 7^th March, 2014 in Company Scheme Petition Nos. 27 of 2014 stating that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved.

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The Regional Director has filed an Affidavit on 1^st April, 2014 stating therein save and except as stated in paragraph 6, it appears that the Scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, it is stated as under.

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“6. That the Deponent further submits that,:-

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(a) Clause 6 of the scheme provides for accounting treatment relates to amalgamation. In this regard, it is further submitted that in addition to compliance of AS 14 Transferee Company shall pass such accounting entries as may be necessary in connection with the scheme to comply with other applicable accounting standards.

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(b)It is observed that Transferor Company is loss making company, 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 examine the tax returns

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filed by the petitioner company independently and the decision of the Income Tax authority is final.

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(c) It is observed that the Petitioner company are operating in the field of information technology. In this regard it is submitted that approval if any is required from Regulatory Authority may also be obtain by the petitioner company.”

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So far as the observation in paragraph 6(a) of the Affidavit of the Regional Director, the Petitioner /Transferee Company through its counsel undertakes that, in addition to compliance of AS 14, shall pass such accounting entries as may be necessary in connection with the scheme to comply with other applicable accounting standards.

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In so far Observation made in paragraph 6(b) of the Affidavit of the Regional Director, the Petitioner Company is bound to comply with all applicable provisions of the Income Tax Act and all tax issues arising out of the Scheme will be met and answered in accordance with law.

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So far as the observation in paragraph 6(c) of the Affidavit of the Regional Director, the Petitioner /Transferee Company through its counsel undertakes that any approval required from Regulatory Authority may also be obtained by the Petitioner Company.

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The Learned Counsel for Regional Director on instructions of Mr. M. Chandana Muthu, Joint Director (Legal) in the office of the

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Regional Director, Ministry of Corporatep Affairs, Western Region, Mumbai states that they are satisfied with the undertaking given by the Advocate for the Petitioner Company. The above undertaking is accepted.

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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 public policy. None of the parties concerned has come forward to oppose the Scheme in the court.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 28 of 2014 is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 27 of 2014 is made absolute in terms of prayer clauses (a) to (c).

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

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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/INC28 in addition to physical copy as per the provisions of

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the Companies Act, 1956 / Companies Act 2013, whichever is applicable.

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The Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition Nos. 27 of 2014 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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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 (O. S.), Bombay.

Hincon Technoconsult Ltd. v. 0

Case brief

What is this about?

What did the court decide?

Hincon Technoconsult Ltd. v. 0

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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