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1 IN THE HIGH COURT OF KARNATAKA, BENGALURU
DATED THIS THE 21st DAY OF APRIL 2016
BEFORE
THE HON'BLE Dr.JUSTICE VINEET KOTHARI
Co.P.No.244/2015 C/W Co.P.Nos.245/2015, 246/2015 & 247/2015
COP NO.244 OF 2015:
BETWEEN:
CADENCE DESIGN SYSTEMS (INDIA) PRIVATE LIMITED REGISTERED OFFICE AT 2ND FLOOR 3B BUILDING, RMZ ECOSPACE SARJAPUR OUTER RING ROAD BENGALURU-560103 KARNATAKA.
... PETITIONER
(BY SRI: SAJI P. JOHN, ADV.,)
AND:
NIL
…RESPONDENT
(BY SMT: PREMA HATTI, CGC FOR ROC BY SRI: K.S. MAHADEVAN, ADV., FOR OL)
COP NO.245 OF 2015:
BETWEEN:
CADENCE AMS DESIGN INDIA PRIVATE LIMITED REGISTERED OFFICE AT 2ND FLOOR BLOCK 11B, PRITECH PARK SEZ SURVEY No.51-64/4 BELLANDUR VILLAGE, BENGALURU-560103. KARNATAKA.
... PETITIONER
(BY SRI: SAJI P. JOHN, ADV.,)
2 AND:
NIL
…RESPONDENT
(BY SMT: PREMA HATTI, CGC FOR ROC BY SRI: K.S. MAHADEVAN, ADV., FOR OL)
COP NO.246 OF 2015
BETWEEN:
TENSILICA TECHNOLOGIES INDIA PRIVATE LIMITED REGISTERED OFFICE 2ND FLOOR, 3B BUILDING RMZ ECOSPACE SARJAPUR OUTER RING ROAD BENGALURU – 560 103 KARNATAKA.
... PETITIONER
(BY SRI: SAJI P. JOHN, ADV.,)
AND:
NIL
…RESPONDENT
(BY SMT: PREMA HATTI, CGC FOR ROC BY SRI: K.S. MAHADEVAN, ADV., FOR OL)
COP NO.247 OF 2015:
BETWEEN:
DENALI DESIGN SYSTEMS PRIVATE LIMITED REGISTERED OFFICE 3RD FLOOR, 3B BUILDING RMZ ECOSPACE, SARJAPUR OUTER RING ROAD BENGALURU – 560 103 KARNATAKA.
... PETITIONER
(BY SRI: SAJI P. JOHN, ADV.,)
AND:
NIL
…RESPONDENT
(BY SMT: PREMA HATTI, CGC FOR ROC BY SRI: K.S. MAHADEVAN, ADV., FOR OL)
THESE PETITIONS ARE FILED U/S 391 TO 394 OF THE COMPANIES ACT, 1956, PRAYING TO THAT THE SCHEME OF AMALGAMATION, ANNEXURE A HERETO, BE SANCTIONED BY THIS HON’BLE COURT SO AS TO BE BINDING ON THE PETITIONER COMPANY AND THE OTHER TRANSFEROR
3 COMPANIES AND TRANSFEREE COMPANY AND ITS SHAREHOLDERS AND CREDITORS, AND ETC.,
THESE PETITIONS COMING ON FOR ORDERS THIS DAY, THE COURT MADE THE FOLLOWING:-
ORDER
The petitioner-company in Co.P.No.244/2015 is the Transferee Company and the petitioner- companies in Co.P.Nos.245/2015, 246/2015 and 247/2015 are the Transferor companies No.1 to 3, respectively in respect of the Scheme of Amalgamation as at Annexure-A. They are before this Court seeking sanction of the scheme.
The Transferor companies No.1 to 3 were incorporated on 08.04.2005, 09.11.2005 and 15.07.2003 respectively. The Transferee company was incorporated on 01.12.1986. During their subsistence, they have evolved a Scheme of Amalgamation. The Board of Directors of the respective companies in their meeting held on 15.09.2015 had approved the scheme. The scheme was thereafter to be considered and consented by the shareholders and the creditors. Since the shareholders and the creditors had consented to the
4 Scheme in writing, all the above noted companies had approached this Court in C.A.Nos.1009, 1010, 1011 and 1012 of 2015 respectively. This Court by the separate orders dated 09.10.2015 dispensed the convening of the meeting and permitted filing of these petitions. The petitioners are accordingly before this Court in these petitions.
On these petitions being filed, notice was directed to the Regional Director in respect of all the companies, while notice was also directed to the Official Liquidator in respect of the petitions filed by the Transferor companies. Further, the filing of these petitions seeking sanction of the scheme was also directed to be published in ‘The Hindu’ English Daily and ‘Udayavani’ Kannada Daily, which has been complied and the same is taken on record.
Insofar as the Transferor company, the Official Liquidator had sought for appointment of Chartered Accountant to verify the books and the relevant documents. Mr.Murugendrappa & Co., was
5 accordingly appointed as the Chartered Accountant. On verification of the records, they have opined that the said companies have not conducted their affairs against the public interest or against the interest of its members. Based on the same, the Official Liquidator has filed the reports in OLR Nos.40, 41 & 42 of 2016 reporting the said fact to this Court and submitting that the said scheme be sanctioned and as a result, the said three Transferor companies be ordered to be dissolved without the order of winding up.
The affidavit of Mr.M.Jayakumar, Registrar of Companies, Karnataka, Bangalore, has been filed on behalf of the Regional Director, Ministry of Corporate Affairs, South East Region, Hyderabad, making the following observations with regard to the aforesaid scheme of Amalgamation:-
“ (i) The notice dated 10.11.2015 was issued to Income Tax Department as required by Ministry of Corporate Affairs General Circular No.1/2014 dated 15.01.2014 giving 15 days time. But no comments/objections
6 have been received so far from the Income Tax Department by the office of RD (SER).
(ii) The main objects of the Transferor Companies and Transferee Company are more or less similar in nature of their business i.e., business of developing software and hardware products in Electrical and Electronic Computer Aided Engineering Field etc.,
It is also stated in para 11 of Transferee Co’s petition that Transferor Co.No.3 in the year 2010, entered into a Business Transfer Agreement transferring its business to Transferee Co. ”
Thus a perusal of the papers would indicate that on consideration of the Scheme, the competent Authorities though have raised objections regarding afore-quoted aspects, but it is not contrary to law and therefore, the scheme as proposed and approved by the shareholders and creditors of the company deserves to be approved by this Court, since, despite publication of these petitions, no person interested in the affairs of the petitioner-companies or their members have raised objection to the sanction of the scheme by this Court.
7 Insofar as the provisions as contained in the scheme, the Transferee company would remain liable for compliance of the law under various enactments including the Income Tax Act on the scheme becoming operational. The scheme in Clause-8 provides to protect the interest of the staff, workmen and employees of the Transferor companies.
In the light of the above, the prayer made in the petition is liable to be granted. In the result, the following:
ORDER
i) Co.P.Nos.244/2015, 245/2015, 246/2015 and 247/2015 are allowed.
ii) The Scheme of Amalgamation at Annexure-A is sanctioned so as to bind the shareholders, members and creditors of the Transferor and Transferee companies.
iii) The Transferor companies named above shall stand dissolved without the process of winding up.
8 iv) A copy of this order shall be filed with the Registrar of Companies within thirty days from the date of receipt of the copy.
Sd/- JUDGE
Srl.