Karnataka High Court
Vignani Solutions Private Limited vs Nil on 18 March, 2014
Author: Anand Byrareddy
Bench: Anand Byrareddy
1
IN THE HIGH COURT OF KARNATAKA AT BANGALORE
DATED THIS THE 18TH DAY OF MARCH, 2014
BEFORE:
THE HONOURABLE MR. JUSTICE ANAND BYRAREDDY
COMPANY PETITION No.264 OF 2013
BETWEEN:
Vignani Solutions Private Limited,
Registered office at No.380,
5th Main, 6th Sector,
HSR Layout,
Bangalore - 560 102.
... PETITIONER
(By Shri. Saji P John, Advocate)
AND:
Nil.
...RESPONDENT
(By Shri. K.S. Mahadevan, Advocate for Official Liquidator
Shri. B. Pramod, CGC., for Registrar of Companies )
*****
This Company Petition filed under Section 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, its
shareholders, creditors and also on the Transferee company and its
shareholders and creditors and etc;
2
This Company Petition coming on for Orders this day, the
Court made the following: -
ORDER
This petition is filed seeking sanction of the scheme of amalgamation of the petitioner M/s. Vignani Solutions Private Limited (hereinafter referred to as 'the Transferor Company', for brevity) with M/s. Wipro Enterprises Limited (hereinafter referred to as 'the Transferee Company', for brevity).
2. The Transferor company was incorporated in February 2009 under the provisions of the Companies Act, 1956 and is engaged in the business of designing, development, researching, exporting, importing etc., of LED products and solar application products. The registered office of the petitioner is at No.380, 5th Main, 6th Sector, HSR Layout, Bangalore-560 102.
3. The Transferee company was incorporated in August 2010 in the name and style of "Azim Premji Custodial Services Private Limited". Subsequently, it was converted into a public 3 limited company and its name was changed to "Azim Premji Custodial Services Limited" and thereafter to "Wipro Enterprises Limited" with effect from 19.04.2013. The registered office of the Transferee Company is situated at Sarjapur Road, Bangalore.
4. The Board of Directors of the Transferor Company have approved and adopted the scheme of amalgamation of the Transferor company with the Transferee Company, at its meeting held on 26.09.2013. The extract of the Board resolution is produced. The Board of Directors of the Transferee Company had also approved and adopted the scheme of amalgamation on 25.09.2014. The Board resolution is also produced.
The Transferor Company is said to be a wholly owned subsidiary of the Transferee Company. The shareholding and other rights of the members of the Transferee Company will remain unaffected, as no new shares are being issued by the Transferee Company and there would be no change in the capital structure. It is therefore stated that the Transferee has not filed a 4 separate application / petition for sanction of the scheme of amalgamation.
The petitioner - Transferor Company had filed C.A.2163/2013 seeking dispensation of the meetings of the shareholders and creditors of the Transferor for approving the scheme of amalgamation. That application was allowed on 12.11.2013. The present petition was filed on 14.11.2013 and this Court had issued notice to the Regional Director and to the Official Liquidator and the petitioner was also directed to take out notice in daily newspapers, which has been complied with.
5. This Court, by its order dated 20.12.2013 appointed M/s. Kampasi Razdan & Company, Chartered Accountants to verify the books of accounts of the petitioner - Transferor company. The Official Liquidator has filed his report based on the report filed by the Chartered Accountant in OLR 165/2014, indicating that there is no objection from the Official Liquidator to the scheme of amalgamation.
5
Insofar as the Regional Director is concerned, there is an affidavit filed to state that the Regional Director, Ministry of Corporate Affairs, South Eastern Region, Hyderabad, would have no objection to the scheme, but however, that it is subject to the 'no objection' to be given by the Income Tax Department, since the petitioner had belatedly furnished certain particulars which were called for. The authority is awaiting any objection that may be raised from the Income Tax Department and therefore, reserves a right to approach this Court in the event that there is any such objection.
It is also to be noticed that the scheme specifically provides that if there is any such liability, it would be the burden of the Transferee Company to discharge the liability. Therefore, there is no impediment to allow the petition.
The petition is accordingly allowed. The scheme of amalgamation is hereby sanctioned subject to the above observation. The Transferor and the Transferee Companies shall 6 file a copy of this order before the Registrar of Companies within thirty days from the date of receipt of this order.
Sd/-
JUDGE KS