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1 IN THE HIGH COURT OF KARNATAKA AT BENGALURU
DATED THIS THE 12TH DAY OF MARCH, 2015 BEFORE
THE HON'BLE MR. JUSTICE A.S.BOPANNA
COMPANY PETITION NO. 133/2014 A/W COMPANY PETITION NO. 134/2014
IN COP No. 133/2014
BETWEEN:
SVG EXPORTS PRIVATE LIMITED A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 1956 HAVING ITS REGISTERED OFFICE AT NO. 19 1ST FLOOR, DODDAKALLASANDRA KANAKAPURA MAIN ROAD BANGALORE-560 062 KARNATAKA.
... PETITIONER
(BY SRI. VIVEKANANDA. S., ADVOCATE )
AND
NIL
... RESPONDENT
(BY SMT. SOWBHAGYA.N.A, CGC FOR ROC)
THIS COMPANY PETITION IS FILED BY THE COUNSEL FOR THE PETITIONER U/Ss 391 TO 394 OF THE COMPANIES ACT, 1956, PRAYING THIS HON'BLE
2 COURT TO SANCTION THE SCHEME OF AMALGAMATION AT ANNEXURE 'G' BETWEEN SVG HOTELS PRIVATE LIMITED [TRANSFEROR COMPANY] WITH THE PETITIONER COMPANY SVG EXPORTS PRIVATE LIMITED ["TRANSFEREE COMPANY"] AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS, SO AS TO BE BINDING ON THE TRANSFEROR COMPANY AND ITS SHAREHOLDERS AND THE CREDITORS, THE PETITIONER/TRANSFEREE COMPANY AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS, AND ALL OTHER PERSONS; AND ETC.,
IN COP No. 134/2014
BETWEEN
SVG HOTELS PRIVATE LIMITED A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 1956, HAVING ITS REGISTERED OFFICE AT NO.19, 2ND FLOOR, DODDAKALLASANDRA, KANAKAPURA MAIN ROAD BANGALORE-560 062 KARNATAKA.
... PETITIONER
(BY SRI.VIVEKANAND.S, ADVOCATE)
AND
NIL
... RESPONDENT
(BY SMT. SOWBHAGYA.N.A, CGC FOR ROC)
THIS COMPANY PETITION IS FILED BY THE COUNSEL FOR THE PETITIONER U/Ss 391 TO 394 OF
3 THE COMPANIES ACT, 1956, PRAYING THIS HON'BLE COURT TO SANCTION THE SCHEME OF AMALGAMATION AT ANNEXURE 'G' BETWEEN THE PETITIONER COMPANY SVG HOTELS PRIVATE LIMITED [TRANSFEROR COMPANY] WITH SVG EXPORTS PRIVATE LIMITED ["TRANSFEREE COMPANY"] AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS, SO AS TO BE BINDING ON THE PETITIONER COMPANY AND ITS SHAREHOLDERS AND THE CREDITORS, THE TRANSFEREE COMPANY AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS, AND ALL OTHER PERSONS; AND ETC.,
THESE COMPANY PETITIONS ARE COMING ON FOR ORDERS THIS DAY, THE COURT MADE THE FOLLOWING:
O R D E R The petitioner in Company Petition No.133/2014 is the Transferee Company while the petitioner in Company Petition No.134/2014 is the Transferor Company in respect of the scheme of Amalgamation as at Annexure-G to the petition.
The Board of Directors of both the companies had considered the scheme in its meeting held
4 on 31.01.2014 and approved. Thereafter, as per the order dated 01.04.2014 passed by this Court in C.A. Nos. 655/2014 and 656/2014, the meeting of the secured and unsecured creditors was convened, while the convening of the meeting of the shareholders had been dispensed. Accordingly, all persons interested in the scheme have considered the scheme and approved the same. In that light, the instant petitions have been filed by the petitioners seeking sanction of the scheme from this Court.
In addition to directing the petitioner to advertise the filing of the petitions in the newspapers, notice to the Regional Director was ordered in both these petitions while Official Liquidator was notified in Company Petition No.134/2014 filed by the Transferor Company. The Registrar of Companies on behalf of the
5 Regional Director has filed affidavit dated 15.11.2014. A perusal of the affidavit would disclose that the Regional Director having taken note of the scheme of Amalgamation evolved between the Transferor and Transferee Company did not find anything objectionable or contravening to the provisions of law, in the scheme.
The Registrar of Companies has however indicated that on receipt of notice, communication was addressed to the Income Tax Department, but they have not received any reply in that regard. Needless to mention that in the scheme itself all liabilities of the Transferor Company would be borne by the Transferee Company after the scheme comes into effect. Therefore, even if there are dues payable to the Income Tax Department, the Transferee Company would continue to
6 remain liable for the same and therefore, the non-receipt of reply would not affect consideration of the scheme.
Insofar as the Transferor Company, in addition to similar observations being made by the Registrar of Companies, the Official Liquidator had filed a report and secured the appointment of the Chartered Accountant for verification of the books of accounts of the Transferor Company. Accordingly, M/s. Rathna and Kumar, Chartered Accountants, was appointed by this court. They by their report dated 17.08.2014 have indicated that the affairs of the Transferor Company has not been conducted in any manner prejudicial to public interest or to the interest of the Members. Based on such report being submitted by the Chartered Accountant, the Official Liquidator has filed a report in OLR No.89/2015
7 indicating that there is no objection from the said office for consideration of the scheme.
In the light of the above, it is clear that the competent authorities who had verified the scheme have not found anything objectionable with regard to the scheme. That apart, a perusal of the scheme which is produced at Annexure-G to the petition would disclose that all aspects of the matter have been kept in view and the mutual interest of the Transferor and Transferee Company and its members has been taken into consideration and the interest of the employees of the Transferor Company would also not be effected on the scheme coming into force. Therefore, keeping these aspects in view, the prayer made in the petition is liable to be granted. In the result, the following order:-.
8 O R D E R
(i) Co.P.Nos.133/2014 and 134/2014 are allowed. (ii) The scheme of amalgamation at Annexure-G is sanctioned so as to bind the shareholders, members and creditors of the Transferor and Transferee companies. (iii) The Transferor company 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
KGR*