Partly allowed

Mc Consulting Engineers Private Limited v. -

Telangana HC17 Aug 2015CP/141/2015

Case brief

AI extract

What is this about?

The Court considered a company petition seeking sanction for a proposed scheme of arrangement and demerger under Sections 391 and 394 of the Companies Act, 1956. Upon verifying compliance with statutory requirements and absence of objections, the Court sanctioned the scheme.

What did the court decide?

Sanctioned the proposed scheme of arrangement-cum-demerger with effect from 01.01.2015.

Mc Consulting Engineers Private Limited Vs - — Insolvency and Bankruptcy | Telangana HC (2015)

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HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY COMPANY PETITION No.141 of 2015

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Date:17.08.2015

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Between:

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M/s MC Consulting Engineers Private Limited, Hyderabad, reptd., by its Executive Director-Dr.M.Chandrasekhar

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……Petitioner/ Transferor Company

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Counsel for the petitioner: Smt Vanga Anita

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The Court made the following:

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HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY COMPANY PETITION No.141 of 2015

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ORDER:

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This Company Petition is filed by M/s MC Consulting Engineers Private Limited (demerged Company) under Sections 391 and 394 of the Companies Act, 1956 (for short ‘the Act’) for sanction of the proposed scheme of arrangement-cum-demerger between it and M/s Technocrats Advisory Services Private Limited (Resulting Company).

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The petitioner averred that it was originally incorporated under the Act on 05.9.1989 with its registered office situated at Madhapur, Hyderabad; that its authorized share capital is Rs.25 lakhs divided into 2,50,000 equity shares of Rs.10/- each; that its issued, subscribed and paid up capital is Rs.23 lakhs divided into 2,30,000 equity shares of Rs.10/- each; that its

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main objects are to carry on the business of all types of consultants, designers, developers, researchers in the fields of civil, structural, mechanical, electrical, electronics, computers and other associated or new lines in on outside India to any other parties including Government or semi-government organizations and to persue the same at different levels by explaining submitting the detailed drawings, calculations, prints, etc; that its Board of Directors in the meeting held on 23.02.2015 (filed as Annexure-F) resolved to demerge its consultancy business in the fields of Roads, Highways and Bridges into M/s Technocrats Advisory Services Private Limited (Resulting Company); and that the Appointed date is 01.01.2015.

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That the rationale of the scheme are to have grater and complete focus on the operations of each of the consultancy services and evolve strategies for growth and expansion of activities of each of the existing business separately, etc.

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The petitioner further averred that it has four shareholders and all of them have given their consent affidavits to the proposed scheme of arrangement (filed as Annexures-H1 to H4).

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That it has filed Company Application No.569 of 2015 for dispensing with the requirement of holding the meeting of its equity share holders for considering the proposed scheme of arrangement. This Court by order, dated 07.4.2015, has allowed the said Company Application.

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This Court by order, dated 01.5.2015, ordered notice to the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad. Advertisement was also ordered to be published in two newspapers, viz., ‘Business Standard’ (English daily) and ‘Andhra Bhoomi’ (Telugu daily) of Hyderabad editions having

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circulation in the State of Telangana.

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In pursuance of the said order, the petitioner carried out publication in the newspapers and filed proof of such publication through memo, dated 18.06.2015, vide USR.No.2522 of 2015 and no objections are stated to have been received.

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In response to the notice, the Regional Director has filed his report.

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In his report, dated 29.7.2015, the Regional Director has inter alia stated that in pursuance of General Circular No.1 of 2014, dated 15.01.2014, issued by the Ministry of Corporate Affairs, New Delhi, comments from the Income Tax Department were invited by him, vide letter, dated 17.6.2015; that no comments/objections from the Income Tax Department have been received in response to the said notice; and that the Registrar of Companies, Telangana and Andhra Pradesh has reported that the demerged and Resulting companies involved in the proposed scheme of arrangement are regular in filing the statutory returns and that no inspection or investigation is pending against the said companies.

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It is further stated that this Court by order, dated 07.4.2015, in Company Application No.569 of 2015 has directed the petitioner to submit the consent affidavits of one secured creditor and three unsecured creditors and such affidavits are yet to be submitted; that as per para-7.4 of Part-B of the proposed scheme, Sri Akhilesh Kumar and Dr.Surendra Kumar Upadhyay shall vacate their office of Directors of the petitioner-company upon sanction of the scheme by this Court; and that therefore, the petitioner may be directed to submit the consent letters of the said two persons.

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The petitioner has filed memo, dated 23.6.2015, vide USR.No.2608 of 2015 duly enclosing the originals of the No Objection Certificates given by one secured, three unsecured and 19 sundry creditors.

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On the directions of this Court, the petitioner has filed Company Application No.1284 of 2014 for receiving the said documents. By a separate order passed by this Court today, the said Company Application has been allowed.

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With the filing of the No Objection Certificates of one secured, three unsecured and 19 sundry creditors, the petitioner has complied with the order, dated 07.4.2015, in Company Application No.569 of 2015 and consequently, the objections raised by the Regional Director in his report.

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The petitioner has also filed the affidavits, dated 30.7.2015, of Sri Akhilesh Kumar and Dr.Surendra Kumar Upadhyay undertaking that they will vacate the office of Directors of the petitioner upon sanction of the scheme by this Court. Accordingly, the petitioner has complied with para-7.4 of Part-B of the proposed scheme.

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Having regard to the report of the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad and as the petitioner has complied with the objections raised by the Regional Director in his report and also the directions issued by this Court, vide order, dated 07.4.2015, in Company Application No.569 of 2015 and as no objections/claims have been received in pursuance of the advertisement got published by the petitioner in the newspapers, this Court is of the opinion that the proposed scheme of arrangement is in conformity with the provisions of the Act and the same

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does not in any manner affect the interests of any of the stake holders including the public.

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Therefore, the proposed scheme of arrangementcum-demerger is sanctioned with effect from the appointed date i.e., 01.01.2015. The petitioner shall cause a certified copy of this order to be delivered to the Registrar of Companies for the State of Telangana and State of Andhra Pradesh, Hyderabad within 30 days of its receipt and take all other consequential steps in pursuance of the approval of the scheme of arrangement-cum-demerger.

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The Company Petition is, accordingly, allowed.

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____________________________ JUSTICE C.V.NAGARJUNA REDDY 17^th August, 2015 DR

Mc Consulting Engineers Private Limited v. -

Case brief

What is this about?

What did the court decide?

Mc Consulting Engineers 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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