Allowed

Maccorr Engineers India Private Limited v. 0

Bombay HC5 Dec 2014CSP/479/2014

Case brief

AI extract

What is this about?

The High Court of Judicature at Bombay sanctioned a scheme of amalgamation between three companies under Sections 391 to 394 of the Companies Act, 1956. The court accepted undertakings regarding accounting, object clause amendments, and tax compliance, finding the scheme fair, reasonable, and non-prejudicial to public interest.

What did the court decide?

Company Scheme Petitions Nos. 478, 479, and 480 of 2014 were made absolute. Parties directed to comply with stamp duty, registration, and cost payments.

Maccorr Engineers India Private Limited Vs 0 — Company and Corporate | Bombay HC (2014)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO. 478 OF 2014

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COMPANY SUMMONS FOR DIRECTION NO. 242 OF 2014

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Starview Constructions Private Limited … Petitioner / Second Transferor Company

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AND

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COMPANY SCHEME PETITION NO. 479 OF 2014 IN

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COMPANY SUMMONS FOR DIRECTION NO. 241 OF 2014

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Maccorr Engineers (India) Private Limited …Petitioner / First Transferor Company

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AND

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COMPANY SCHEME PETITION NO. 480 OF 2014 IN

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COMPANY SUMMONS FOR DIRECTION NO. 243 OF 2014

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Enn Enn Corp Limited …Petitioner / Transferee Company

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In the matter of the Companies Act, 1956

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AND

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

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In the matter of scheme of amalgamation of Maccorr Engineers (India) Private Limited

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And

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Starview Constructions Private Limited,

With

Enn Enn Corp Limited

CALLED FOR HEARING

Mr. H.N. Thakore a/w. Mr. Naser Ali Rizvi i/b M/s. Thakore Jariwala & Associates, Advocates for the Petitioners in all the Petitions

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Mr. S. Ramakantha, Official Liquidator, present in C.S.P. No.478 of 2014 & C.S.P. No. 479 of 2014.

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

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Coram: S. J. Kathawalla, J.

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Date: 5^th December, 2014

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PC:

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Heard Learned Advocate for the parties. No objector has come before the court to oppose the Scheme and nor any party has controverted any averments made in the Petition.

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The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to Scheme of Amalgamation of Maccorr Engineers

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(India) Private Limited and Starview Constructions Private Limited with Enn Enn Corp Limited.

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Learned Advocate for the Petitioners states that First Transferor Company is primarily not engaged in any business except deriving income in the form of rents and interests and the Second Transferor Company is in investment activity and the Transferee Company is primarily engaged in business of export of cut, rough and polished diamonds/ fabric along with sale of energy and flats and is also earning rental income on letting out of its properties.

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The Learned Advocate further states upon amalgamation, the business of Transferee Company will be carried out more efficiently, effectively and beneficially, as it would enable the Transferee Company to achieve integration of the business operations which are of similar nature and strategic flexibility and a scale to pursue growth opportunities and the combined entity will be able to showcase its strength and there will also be synergy benefits through combined operations and cost efficiencies and will be conducive to better and more efficient and economical control and conduct of the Companies.

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The Learned Advocate for the Petitioners further states that the Board of Directors of all the Petitioner Companies had passed resolutions unanimously approving the said Scheme of Amalgamation which are annexed to their respective Company Scheme Petition.

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The learned Advocate for the Petitioners states that the Petitioner Companies has complied with all the directions passed in their respective Company

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Summons for Direction and that the Company Scheme Petition has been filed in consonance with the order passed in the Company Summons for Direction.

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The Advocate appearing on behalf of the Petitioner Companies has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 / 2013, and the Rules made thereunder, whichever is applicable. The said Undertaking is accepted.

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The Official Liquidator has filed its report on 25^th November, 2014 inter alia stating 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.

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The Regional Director has filed an Affidavit on 27^th November, 2014 inter alia, stating therein that save and except as stated in paragraph 6 the scheme does not appear to be prejudicial to the interest of shareholders and public. The paragraph 6 of the Affidavit reads as under:-

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6: That the Deponent further submits that,

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(a) Clause 11.53 of the scheme provides for adjustment for differences in Accounting Policies between the Transferor Companies & Transferee Company. In this regard, it is submitted that in addition to compliance of AS 14 Transferee Company shall pass such accounting entries which are necessary

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in connection with the scheme to comply with other applicable Accounting Standards such as AS-5 etc.,

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(b) Clause 13 of the Scheme provides for amendment to the object clause of the Transferee Company. In this connection, the Transferee Company may be directed to comply with provisions of section 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.

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(c) 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.

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With reference to observations contained Paragraph 6 (a) of the affidavit of Regional Director, the Petitioner Company through its Advocate undertakes that Transferee Company shall pass such accounting entries as may be necessary in connection with the Scheme of Amalgamation and to comply with any other applicable Accounting Standards.

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With reference to observations contained in Clause 6(b) of the affidavit of Regional Director, Learned Advocate of the Petitioner states that the Transferee Company undertakes to comply with provisions of sections

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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.

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With reference to observations contained in Clause 6(c) of the affidavit of Regional Director, the Transferor Companies 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.

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The Learned Counsel for the Regional Director on instruction of M. Chandanamuthu, Joint Director with the office of Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai States that they are satisfied with submissions and undertakings given by the Transferee Company. The Undertakings given by the Petitioner Company are 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.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 478 of 2014 & 479 of 2014 are made absolute in terms of prayer in clauses (a) to (h) and (j) and Company Scheme Petition No. 480 of 2014 is made absolute in terms of prayer in clauses (a) to (g) and (i).

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The Petitioner / Transferee Company to file/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

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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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The Petitioner Companies are directed to file a copy of this Order along with a copy of Scheme of Amalgamation with the concerned Registrar of Companies, electronically along with Form 21 INC 28 in addition to the physical copy as per relevant provision of Companies Act, 1956 and/or Companies Act, 2013.

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The Petitioner Companies in respective Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and Petitioner Companies in Company Scheme Petition No. 278 of 2014 & 279 of 2014 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.

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

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All concerned regulatory authorities to act on a copy of this order along with Scheme duly authenticated by Company Registrar, High Court (O.S.), Bombay.

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(S.J. Kathawalla, J.)

Maccorr Engineers India Private Limited v. 0

Case brief

What is this about?

What did the court decide?

Maccorr Engineers India Private Limited 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

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