What did the High Court hold?

The High Court sanctioned the Scheme of Amalgamation, allowing the transferor company to merge with the transferee company. The transferor company was dissolved without being wound up.

Dearborn Electronics (India) Private Limited, a wholly owned subsidiary, sought to merge with its parent company, Global Edge Software Limited. The scheme of amalgamation was approved by the boards of both companies.

What were the issues?

The primary issue was whether the High Court should sanction the proposed Scheme of Amalgamation between the transferor and transferee companies.

CIT vs M/S Advaith | Karnataka High Court 2015

- 1 - IN THE HIGH COURT OF KARNATAKA AT BENGALURU

DATED THIS THE 11TH DAY OF AUGUST 2016 BEFORE THE HON’BLE MR.JUSTICE L. NARAYANA SWAMY

COMPANY PETITION NO. 224 OF 2015

BETWEEN:

DEARBORN ELECTRONICS (INDIA) PRIVATE LIMITED REGISTERED OFFICE 410, GROUND FLOOR, BM SRI ROAD, BHEL LAYOUT, 2ND CROSS, PATTANGERE, BENGALURU-560098 ... PETITIONER

(BY SRI. SAJI P JOHN, ADV.)

AND

NIL ... RESPONDENT

(BY SMT. PREMA HATTI, CGC FOR ROC SRI. K.S.MAHADEVAN & SRI. V.JAYARAM, ADV. FOR OL SRI. K.V.ARAVIND, STANDING COUNSEL FOR INCOME-TAX)

THIS COMPANY PETITION IS FILED UNDER SECTION 391 TO 394 OF THE COMPANIES ACT, 1956, PRAYING THAT THE SCHEME OF AMALGAMATION, ANNEXURE-A HERETO, BE SANCTIONED BY THIS HONOURABLE COURT SO AS TO BE BINDING ON THE PETITIONER COMPANY AND TRANSFEREE COMPANY AND ITS SHAREHOLDERS AND CREDITORS, AND ETC.

THIS PETITION COMING ON FOR ORDERS THIS DAY, THE COURT MADE THE FOLLOWING:

- 2 -

O R D E R

This petition is filed for approval of Scheme of Amalgamation as per Annexure-A wherein the petitioner-Transferor Company has sought permission to merge with the Transferee Company.

The petitioner – Transferor Company was incorporated under the provisions of the Companies Act, 1956 on 20/03/2000 having its registered office at No. 410, Ground Floor. B.M.SRI Road, BHEL Layout, 2nd Cross, Pattangere, Bengaluru – 560098 and engaged in the business of software design, development and consulting services and manufacture/purchase and sale of electronic hardware products with embedded software, styled ‘Garuda’ or ‘Python’, etc., amongst others as enumerated in the Memorandum and Articles of Association, Annexure-B. M/s. Global Edge Software Limited - Transferee Company was incorporated on

- 3 - 29/04/1992 to carry on the business of software design, development and consulting services, etc., amongst others having its registered office at Global Village, IT SEZ, Pattanagere, Myslasandra Village, RVCE Post, Off Mysore Road, Bengaluru – 560059. The Board of Directors of the transferee and transferor companies have approved and adopted the Scheme of Amalgamation at its meeting held on 12/07/2014. The extract of the board resolutions are produced along with the petition.

The Transferor Company is a wholly owned subsidiary of the Transferee Company and pursuant to the Scheme, no new shares are required to be issued by the transferee company to the members of the petitioner-company as the entire shares of the petitioner-company is held by the Transferee Company. Since the Transferor Company is the wholly owned subsidiary of the Transferee Company, the Transferee

- 4 - Company has not filed any application or petition for sanction of the Scheme of Amalgamation.

The Transferor Company has filed C.A.No.944/15 for dispensing with the meetings of its shareholders and creditors for approving the Scheme of Amalgamation, which was allowed by order dated 25/9/2015.

This Court vide order dated 9/10/2015 issued notice to Regional Director and Official Liquidator and also directed the petitioner to take out advertisement of this petition by paper publication in ‘The Hindu’ and ‘Udayavani’ newspapers, and accordingly the same has been published. Pursuant to the same, the Official Liquidator files a report and submitted that they have no objection for approving the Scheme.

This Court has issued summons to the Income Tax Department vide order dated 15/7/2016, pursuant

- 5 - to which they have appeared through their learned Standing Counsel, Sri.K.V.Aravind. Learned counsel appearing on behalf of the Income Tax Department has filed a memo by producing a letter dated 4/8/2016 and submitted that they have no objection to approve the Scheme.

As per the direction of this court, notice was also ordered on the Central Government and learned counsel appearing for the Central government has filed an affidavit stating that they have no objection for approving the Scheme of Amalgamation.

In view of the above, the petition is allowed. Scheme of Amalgamation as per Annexure-A is hereby sanctioned. The petitioner - Transferor Company is hereby dissolved without being wound up.

The petitioner – Transferor Company and the Transferee Company shall serve a copy of this order on

- 6 - the Registrar of Companies in the State of Karnataka within a period of 30 days from the date of receipt of a copy of this order.

SD/- JUDGE Rd/-

THE COMMISSIONER OF INCOME-TAX vs. M/S ADVAITH

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