1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 598 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 581 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation BETWEEN Engineering & Designs Tecnimont ICB Private Limited (‘the Transferor Company’) AND Tecnimont ICB Private Limited (‘the Transferee Company’) AND Their respective shareholders ENGINEERING & DESIGNS TECNIMONT ICB PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Tecnimont ICB House, 504, Link Road, Chincholi Bunder Road, Malad (West), Mumbai – 400 064. ) ) ) ) ) ) ) )……..Petitioner Company Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioner. Mrs. S.V. Bharucha, i/b. Mr. H.P. Chaturvedi for Regional Director. Mrs. R.N. Suttar, Asst. Official Liquidator present. CORAM: S.C. Dharmadhikari, J DATE: 9th December 2011 P.C. 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 a Scheme of Amalgamation between Engineering & Designs Tecnimont ICB Private Limited and Tecnimont ICB Private Limited and their respective shareholders. 3. Counsel appearing on behalf of the Petitioner has drawn my attention to the order dated 23rd day of September 2011 passed in 2 Company Summons for Direction No. 581 of 2011 dispensing with the filing of a separate Company Summons for Direction and Company Scheme Petition by Tecnimont ICB Private Limited, the Transferee Company since the Petitioner/Transferor Company is wholly owned subsidiary of Tecnimont ICB Private Limited, the Transferee Company. 4. 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. Undertaking is accepted. 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, the Regional Director has stated that: “6 That the deponent further submits that, Clause 12.3 of the scheme states that the difference between the value of the assets over the value of liabilities and reserve of the Transferor Company shall be adjusted to the reserves in the Balance Sheet of the Transferee Company. In this connection it is submitted that the Reserve arising out of this scheme shall be treated as “Amalgamation Reserve” and shall not be utilized for the purpose of declaring dividend by the Transferee Company in future. 6. In response to above observations of the Regional Director, the Transferee Company through its Counsel undertakes that it will not utilize the reserve arising out of this Scheme for the purpose of declaring dividend in future and shall be treating as Amalgamation Reserve. The said undertaking is accepted. 7. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company have been conducted in a proper 3 manner and that the Transferor Company may be ordered to be dissolved. 8. 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 have come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled Company Scheme Petition is made absolute in terms of prayer clauses (a) to (d) of the petition. 10. 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. 11. Petitioner 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 the physical copy, within 30 days from the date of issuance of the order by the Registry. 12. The Petitioner Company to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. 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. C. DHARMADHIKARI, J.)