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TMI Blog2010 (7) TMI 271X X X X Extracts X X X X X X X X Extracts X X X X ..... istrar of Companies. ORDER 1. Petitioners in these petitions are the transferor-companies and they have prayed for sanctioning of scheme of amalgamation with M/s. Flextronics Technologies (India) Private Company - transferee-company as per Annexure A. 2. The first transferor-company (petitioner in Co. P. No. 35/2010) was incorporated on 9-4-2003 under the provisions of the Companies Act, 1956 with the Registrar of Companies, Karnataka at Bangalore under the name and style of Avnisoft Systems Private Limited. Thereafter the name of the first transferor-company was changed to Flextronics Design Consumer Electronics (India) Private Limited with effect from 14-3-2006. The first transferor-company is having its registered office at 570/571, 2nd floor, Sarjapura Main Road, 3rd Block, Koramangala, Bangalore - 560 034. The authorised share capital of the first transferor-company is Rs. 23,50,00,000 divided into 2,35,00,000 equity shares of Rs. 10 each. The issued, subscribed and paid-up capital is Rs. 3,77,97,000 divided into 37,79,700 equity shares of Rs. 10 each. 3. The main objects of the first transferor-company as set out in its Memorandum and Articles of Association ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sheet of the third transferor-company made up to 31-3-2009 is produced as Annexure C. 11. The transferee-company was incorporated on 12-1-2001 under the name and style of Flextronics Technologies (India) Private Limited under the provisions of the Companies Act, 1956 with the Registrar of Companies, NCT of Delhi and Haryana. Thereafter the registered office of the transferee-Company was shifted to Karnataka in the year 2002 as per the order of the Company Law Board, New Delhi, and certificate of registration issued by Registrar of Companies, Karnataka, on 3-12-2003. The Registered office of the transferee-company was again shifted from Karnataka to Tamil Nadu in the year 2008 as per order of the Company Law Board, Chennai, and certificate of registration issued by the Registrar of Companies, Tamil Nadu, on 10-2-2009. Transferee-company was incorporated to carry on the business of providing technological advanced electronics and manufacturing services to original equipment manufacturers and others in telecommunications, networking, computer, consumer electronics and medical device industries and etc., Presently the transferee-company is providing technologically advanced electro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ons of FEMA are to be made by the companies. 4.1 It is submitted that there is also provision of automatic route of Reserve Bank for issue of shares by an Indian company under Foreign Direct Investment Scheme in Regulation No. (2) prescribed in the Foreign Exchange Management (Transfer or Issue of Security by a person resident outside India) Regulations, 2000 vide notification dated 3-5-2000 which reads as follows : ( i )An Indian company which is not engaged in any activity, or in manufacturing item included in Annexure A to this Schedule, may issue shares or convertible debentures to a person resident outside India, referred to in paragraph 1 up to the extent specified in Annexure B, subject to compliance with provisions of the Industrial Policy and Procedures as notified by Secretariat for Industrial Assistance (SIA) in the Ministry of Commerce and Industry, Government of India from time to time. Provided that : ( i )the activity of issuer company does not require an industrial license under the provisions of the Industries (Development Regulation) Act, 1951 or under the locational policy notified by Government of India under the Industrial policy of 1991 as amende ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... scheme of merger or amalgamation of two or more Indian companies or a reconstruction by way of demerger or otherwise of Indian company, has been approved by a Court in India, the transferee-company or, as the case may be, the new company may issue shares to the shareholders of the transferor-company resident outside India, subject to the following conditions, namely; ( a )The percentage of shareholding of persons resident outside India in the transferee or the new company does not exceed the percentage specified in the approval granted by the Central Government, apply to the Reserve Bank, or specified in these regulations. Provided that where the percentage is likely to exceed the percentage specified in the approval or the Regulations, the transferor-company or the transferee-company or new company may after obtaining an approval of the Central Government, apply to the Reserve Bank for its approval under these Regulations. ( b )the transferor-company or the transferee or new company shall not engage in agriculture, plantation or real estate business or trading in TDRs; and ( c )the transferee or the new company files a report within 30 days with the Reserve Bank giving ..... X X X X Extracts X X X X X X X X Extracts X X X X
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