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IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 19TH DAY OF MARCH 2015
BEFORE
THE HON’BLE MR. JUSTICE A S BOPANNA
Co.P.No.281/2014 c/w Co.P.Nos.277/2014, 278/2014, 279/2014 AND 280/2014
Co.P.No.281/2014
BETWEEN :
AIRBUS INDIA OPERATIONS PRIVATE LIMITED AN EXISTING COMPANY WITHIN THE MEANING OF THE COMPANIES ACT, 1956 HAVING ITS REGISTERED OFFICE AT XYLEM, 4TH FLOOR PLOT NO.4 AND 4A, DYAVASANDRA INDUSTRIAL AREA, MAHADEVAPURA POST WHITEFIELD ROAD, BANGALORE-560 048 KARNATAKA REP. BY ITS AUTHORISED SIGNATORY MR. BIPIN KUMAR TIBREWAL
… PETITIONER (BY SMT. GAYATHRI BALU, ADV.)
AND :
NIL … RESPONDENT (BY SMT. SOWBHAGYA N.A., CGC. FOR ROC)
Co.P.No.277/2014
BETWEEN :
AIRBUS TRAINING INDIA PRIVATE LIMITED AN EXISTING COMPANY WITHIN THE MEANING OF THE COMPANIES ACT, 1956 HAVING ITS REGISTERED OFFICE AT XYLEM, 4TH FLOOR PLOT NO.4 AND 4A, DYAVASANDRA
INDUSTRIAL AREA, MAHADEVAPURA POST WHITEFIELD ROAD, BANGALORE-560 048 KARNATAKA, REP. BY ITS AUTHORISED SIGNATORY MR. BIPIN KUMAR TIBREWAL
… PETITIONER (BY SMT. GAYATHRI BALU, ADV.)
AND :
NIL … RESPONDENT
(BY SMT. SOWBHAGYA N.A., CGC. FOR ROC SRI K S MAHADEVAN & SRI V JAYARAM, ADVs. FOR OL)
Co.P.No.278/2014
BETWEEN :
EADS INDIA PRIVATE LIMITED AN EXISTING COMPANY WITHIN THE MEANING OF THE COMPANIES ACT, 1956 HAVING ITS REGISTERED OFFICE AT XYLEM, 4TH FLOOR PLOT NO.4 AND 4A, DYAVASANDRA INDUSTRIAL AREA, MAHADEVAPURA POST WHITEFIELD ROAD, BANGALORE-560 048 KARNATAKA, REP. BY ITS AUTHORISED SIGNATORY MR. BIPIN KUMAR TIBREWAL
… PETITIONER (BY SMT. GAYATHRI BALU, ADV.)
AND :
NIL
… RESPONDENT
(BY SMT. SOWBHAGYA N.A., CGC. FOR ROC SRI K S MAHADEVAN & SRI V JAYARAM, ADVs. FOR OL)
Co.P.No.279/2014
BETWEEN :
EADS INDIA PRIVATE LIMITED AN EXISTING COMPANY WITHIN THE MEANING OF THE COMPANIES ACT, 1956 HAVING ITS REGISTERED OFFICE AT 8TH FLOOR
TOWER ‘B’ RMZ INFINITY CAMPUS OLD MADRAS ROAD, BANGALORE-560 016 KARNATAKA, REP. BY ITS AUTHORISED SIGNATORY MR. BIPIN KUMAR TIBREWAL
… PETITIONER (BY SMT. GAYATHRI BALU, ADV.)
AND :
NIL
… RESPONDENT
(BY SMT. SOWBHAGYA N.A., CGC. FOR ROC SRI K S MAHADEVAN & SRI V JAYARAM, ADVs. FOR OL)
Co.P.No.280/2014
BETWEEN :
EUROCOPTER INDIA PRIVATE LIMITED AN EXISTING COMPANY WITHIN THE MEANING OF THE COMPANIES ACT, 1956 HAVING ITS REGISTERED OFFICE AT XYLEM, 4TH FLOOR PLOT NO.4 AND 4A, DYAVASANDRA INDUSTRIAL AREA, MAHADEVAPURA POST WHITEFIELD ROAD, BANGALORE-560 048 KARNATAKA, REP. BY ITS AUTHORISED SIGNATORY MR. BIPIN KUMAR TIBREWAL
… PETITIONER (BY SMT. GAYATHRI BALU, ADV.)
AND :
NIL
… RESPONDENT
(BY SMT. SOWBHAGYA N.A., CGC. FOR ROC SRI K S MAHADEVAN & SRI V JAYARAM, ADVs. FOR OL)
THESE PETITIONS ARE FILED UNDER SECTION 391 TO 394 OF THE COMPANIES ACT, 1956, PRAYING TO ORDER THAT THE SCHEME OF AMALGAMATION MENTIONED IN PARAGRAPH 2 OF THIS PETITION BEING ANNEXURE “A” HERETO BE SANCTIONED BY THIS COURT TO BE OPERATIVE WITH EFFECT FROM THE APPOINTED DATE AND SHALL BE BINDING FROM THE EFFECTIVE DATE; AND ETC.
THESE PETITIONS COMING ON FOR ORDERS, THIS DAY, THE COURT MADE THE FOLLOWING:
O R D E R The petitioner-companies in Co.P.No.277/14, 278/14, 279/14 and 280/14 are the Transferor companies No.1 to 4, while the petitioner-company in Co.P.No.281/14 is the Transferee company in respect of the scheme of amalgamation as at Annexure-A. They are before this Court seeking sanction of the scheme.
The Transferor companies 1 to 4 were incorporated on 05.01.2007, 20.06.2006, 16.12.2008 and 29.06.2010 respectively. The Transferee company was incorporated on 06.02.2007. During their subsistence, though they are all in sound financial position, with the object of an intragroup consolidation have evolved a scheme of amalgamation. The Board of Directors of the respective companies in their meeting held on 14.10.2014,
17.10,2014 and 20.10.2014 had approved the scheme. The scheme was thereafter to be considered and consented by the shareholders and the unsecured creditors. The companies however do not have secured creditors. Since the shareholders and the unsecured creditors had consented to the scheme in writing, all the above noted companies had approached this Court in C.A.Nos.1642, 1643, 1644, 1645 and 1646 of 2014 respectively. This Court by the order dated 19.11.2014 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 all these petitions, while notice was directed to the Official Director 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. 4. In so far as the Transferor companies, the Official Liquidator had sought for appointment of Chartered Accountant to verify the books and the relevant documents. Sri Krishna Prasad was accordingly appointed as the Chartered Accountant. On verification of the records, he has 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.45, 46, 47, and 48/2015, reporting the said fact to this Court and submitting that the said scheme be sanctioned and as a result, the said four Transferor
companies be ordered to be dissolved without the order of winding up.
The Regional Director has authorized the Registrar of Companies and in that light, the Registrar of Companies has examined the scheme and has filed the affidavit dated 20.01.2015. Insofar as the contents and the provision made in the scheme, it is indicated that no observations are required to be made. However, since they had issued notices from that office to the Income Tax department, the requirement as suggested by the Income Tax Department has been stated in the affidavit. The same relates to making provision for compliance of all provisions relating to the Income Tax Act and Rules. The petitioner-company has filed a reply affidavit wherein the provision contained in the scheme at para 3.10 and 16.1 has been referred and in that view has undertaken to adhere to all the provisions of the Income Tax Act and
Rules. The learned counsel for the Regional Director would submit that the same satisfies the requirement.
Thus a perusal of the papers would indicate that on consideration of the scheme the competent authorities have not raised any observation regarding the provisions made in the scheme being contrary to any law. Further, despite publication of the filing of these petitions, no person interested in the affairs of the petitioner companies or their members have raised any objection to the sanction of scheme by this Court. 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 para-8 provides to protect the interests of the staff workmen and employees of the Transferor companies. The scheme also proposes for the change of the name of
the Transferree company on amalgamation to be known as ‘Airbus Group India Pvt. Ltd’ from the effective date. The communication dated 20.02.2015 addressed to the Transferree company from the office of the Registrar of Companies acceding to such request made by them through their application is produced along with the reply affidavit dated 23.02.2013.
In the light of the above, the prayer made in the petition is liable to be granted. In the result, the following: ORDE R i) Co.P.Nos.281/2014, 277/2014, 278/2014, 279/2014 and 280/2014 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. (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
akc/bms