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2015 DIGILAW 754 (KAR)

SKAND Private Limited v. Nil

2015-07-14

ANAND BYRAREDDY

body2015
ORDER : Anand Byrareddy, J. - These petitions are filed by Sattari Engineering Enterprises Private Limited (hereinafter referred to as `the Transferor Company No. V, for brevity), Sunshine Real Estates and Constructions Private Limited (hereinafter referred to as `the Transferor Company No. 2', for brevity) and Sk and Private Limited (hereinafter referred to as `the Transferee Company', for brevity) seeking sanction of the Scheme of Amalgamation of the Transferor Company No. 1 and Transferor Company No. 2 with the Transferee Company. 2. The petitioner in COP No. 296 of 2014 - The Transferor Company No.1 was incorporated in the year 1990 under the provisions of the Companies Act, 1956 in the State of Karnataka with the main objects to carry on the business of manufacturing, buying, selling, reselling, sub-contracting, etc., all kinds of decorative parts of motors, vehicles, trucks, etc. The Company has its Registered Office at No. 80, No. 1, Behind Taluk Office, Sandur-583 119. The authorised share capital of the Transferor Company No. 1 as on 31-3-2014 was Rs. 25,00,000/- divided into 25,000 equity shares of Rs. 100/- each and the total paid up share capital was Rs.20,00,000/- divided into 20,000 equity shares of Rs.100/- each fully paid-up. 3. The petitioner in COP No. 297 of 2014 - Tine Transferor Company No. 2 was incorporated in the year 1993 under the provisions of the Companies Act, 1956 in the State of Karnataka with the main objects to carry on the business of Civil Engineering Contractors and the business of building, erecting and constructing structures, etc. for the purpose of the building business of the company, and etc. The Company has its Registered Office at No. 184/A, `Khalid Building, 2nd Floor, 6th Cross, Near Anjineya Temple, M. J. Nagar, Hospet, Bellary-583 203. The authorised share capital of the Transferor Company No. 2 as on 31-3-2014 was Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each and the total paid up share capital was Rs.23,39,000/- divided into 2,33,900 equity shares of Rs.100/- each fully paid-up. 4. The authorised share capital of the Transferor Company No. 2 as on 31-3-2014 was Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each and the total paid up share capital was Rs.23,39,000/- divided into 2,33,900 equity shares of Rs.100/- each fully paid-up. 4. The petitioner in COP No. 295 of 2014 - The Transferee Company was incorporated in the year 1974 under the provisions of the Companies Act, 1956 in the State of Karnataka with the main objects to construct, equip, maintain and work public transport vehicles, motor trucks, etc., to carry on the business of proprietors and carriers of goods both in public conveyance and private vehicles, and etc. The Company has its Registered Office at P.B. No. 7, Palace Grounds, Sandur-583 119. The authorised share capital of the Transferee Company as on 31-3-2014 was Rs. 1,00,00,000/- divided into 98,000 equity shares of Rs.100/- each, and 2,000 9.5% Redeemable Preference Shares of Rs.100/- each. The total paid up share capital was Rs. 72,00,000/- divided into 72,000 equity shares of Rs.100/- each. 5. The Board of Directors of the Transferor Company No. 1 in its meeting held on 1-8-2014, the Board of Directors of the Transferor Company No. 2 in its meeting held on 27-6-2014 and the Board of Directors of the Transferee Company in its meeting held on 2-8-2014, had unanimously approved and adopted a Scheme of Amalgamation. The extract of the Board resolutions and the minutes of meeting of the Board of Directors are also produced in support of the same. 6. It is stated that the companies are under common management and control and are closely held and that it would be beneficial for all the companies to consolidate their management structure further by way of proposed merger, which will also result in combination of manpower. Further, it is stated that the amalgamation would result in better and efficient utilisation of services of the Transferor Companies and the Transferee Company resulting in synergy of operations and economies of scale and result in significant reduction in multiplicity of legal and regulatory compliances. Further that, that amalgamation will have beneficial result for the Companies, its members, management, employees and all concerned. The petitioner-Transferor Company No. 1 had filed C.A. No. 1480 of 2014 for dispensing with the meetings of its shareholders and creditors for approving the scheme of amalgamation, which was allowed by order dated 27-11-2014. Further that, that amalgamation will have beneficial result for the Companies, its members, management, employees and all concerned. The petitioner-Transferor Company No. 1 had filed C.A. No. 1480 of 2014 for dispensing with the meetings of its shareholders and creditors for approving the scheme of amalgamation, which was allowed by order dated 27-11-2014. The petitioner-Transferor Company No. 2 had filed C.A. No. 1481 of 2014 for dispensing with the meetings of its shareholders and creditors for approving the scheme of amalgamation, which was allowed by order dated 27-11-2014. The petitioner-Transferee Company had filed C.A. No. 1479 of 2014 for dispensing with the meetings of its shareholders and creditors for approving the scheme of amalgamation, which was allowed by order dated 27-11-2014. This Court vide its order dated 16-2-2015, had directed the petitioner-Companies to take out advertisement of this petition in the English daily -"The Hindu" and the Kannada daily - "Prajavani", and notice of the petition was published in the newspapers on 2-3-2015. Further, this Court by its order dated 29-4-2015 had appointed a Chartered Account to verify the books and accounts of the petitioner-Transferor Company Nos. 1 and 2. Pursuant to the same, the Official Liquidator has filed OLR No. 272 of 2015, which is placed on record. The Official Liquidator has indicated that he has no objection to the scheme of amalgamation. 7. The Registrar of Companies has filed an affidavit to state that unless the petitioner-Transferee Company amends its memorandum of association to provide for carrying on the objects to include the main objects of the Transferor Company Nos. 1 and 2, it may not be possible to consider the sanction of amalgamation. The affidavit dated 12-6-2015 filed in this regard is accepted. 8. The learned Counsel for the petitioner however would submit that the petitioner undertakes to carry out the amendment of the memorandum of association immediately on such sanction being provided. The affidavit dated 9-7-2015 filed in this regard is taken on record. Recording the undertaking given by the petitioner-Transferee Company, the petitions are allowed. The petitioner to carry out the amendment of the Articles of Association and the Memorandum of Association within four weeks after receipt of a certified copy of this order. The scheme of amalgamation is hereby sanctioned, subject to the compliance of the objections made by the Registrar of Companies. The petitioner to carry out the amendment of the Articles of Association and the Memorandum of Association within four weeks after receipt of a certified copy of this order. The scheme of amalgamation is hereby sanctioned, subject to the compliance of the objections made by the Registrar of Companies. The Transferor Companies shall stand wound up without any order of winding up. The petitioners-companies shall file a copy of this order with the Registrar of Companies of Karnataka within 30 days from the date of receipt of this order.