Karnataka High Court
Paul Resorts And Hotels Private Limted vs Nil on 23 June, 2011
Author: B.Manohar
Bench: B.Manohar
Joe, BAYING TO SANCTION THE SCHEME OF . ANNEXURE A IN THE P! 'THE ~ PETITIONER CC me "AND ITS SHAREHOLDERS AND CREDITORS AND ETC., WW MRT MF MARISALARS FIR GWU E VP RAKRNAIARA MiGh CUUKE OF KAKRNAIAKA HIGH COURT OF KARNATAKA HIGH COURT OF KARNATAKA HIGH COUR Sven IN THE HIGH COURT OF KARNATAKA AT BANGALORE. . DATED THIS THE 23°59 DAY OF JUNE 2011 BEFORE THE HON'BLE MR. JUSTICE B. MANOHAR © TY PETITION 2 0.26613 210 RTS & HOTELS. PRIVATE LIMITED REGISTERED OFFICE AT 139/28, 24%, WEST WING , .. PETITIONER (BY SRI Saul Pp JOHN, 'SPI L LEGA ML, ADV. d " (BY SRIM A : CHANDRASHEKARA REDDY, CGC FOR ROC) &ee ie PETITION 18 FILED UNDER SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956, TION, SO AS TO BE BINDING ON ITS SHAREHOLDERS, THIS COMPANY PETITION COMING ON FOR YET eS fee wre ree o£ oe es ae ee & See Myers SPS 4ae OF Fe DE os ORDERS, THIS D2 iY, THE COURT MADE THE FOLLOWING:- BEG MMEIRNT MAE UINARINIATAIES PUGET GUL UP RAKNALIAKA HIGH COURT OF KARNATAKA HIGH COURT OF KARNATAKA HIGH COURT OF KARNATAKA HIGH COUR ORDER
Tine petition has been filed under Section 391.te. 394 of the Com Act, 1956 sesking for satiction of © tion Broduced at Aw eaort Private Limited, =
2. The petitioner " company' .i3 the tranaferee O23 asa Joint Stock ay incorporated 0 or 7 & Compary Limited By shares, un er the provisions of the with the Registrar of Compa taka, Bangalore. The petitioner subsequently changed their r 2 with effect 04.2010. '- Presently , the petitioner-company is ed m 1 the business of Restaurante and Hotels in tered office of the petitioner i ituated at No.139/28, 34 Main, Amarjyothi, West Wing, Domlur Layout, Bangalore, Nor Sell SAIN Sa BARI EO TERE Gad AOS BI EAR UA LOR Mor UUM OF RARNATAICA HiGh COURT OF KARNATAKA HIGH COURT OF KARNATAKA HIGH CQUR |
3. The authorised share capital of petitioner any is Re.20,00,00,000/- (Ru Tewrsty Crores only) divided inte of 2,00,00,000-{(Two Croves only) equity shares of Rs.10/- each. The issiied, 'eubscribed . up capital of. the .. company ~ is Severits a: Crores. Seventy Six Lacs Fifty One Thousans Ning Hundiea and Seventy Ed only) 1,77,65 AO? {KC (One Crore 3 uy Seven Lakhs Sixty Five Thousand one Fiundred and Ninety Seven) equity ehares of Re.10/- - each fully paid Up. 2 bjs jects Sof the company as set out a. The r in the Memorandum of Aasociatio on reads as urmder,; . take on lease or in ise to acquire, let aut on lease, . hire to act as propr of any existing or new STAR HOTELS lke 3 Star, 5 Star ¢ Lodging Houses, Mot Guest Houses, 2 Casinos, Bars, Restaurant and all kinds of activities . services, "Ayurvedic message parking places, ou ESA RECT SEES PERUSE ERMA PET GG RCE WP RAR SATARA IGM COURT OF KARNATAKA HIGH COURT GF KARNATAKA HIGH COURT OF KARNATAKA HIGH COUR' se or in excharige's or ary lands and d buildings § in the a ite of Karnataka or el: .
} connected with anys Such len aa 2 ant . ' : for the purposes of constructing ba "
or Hotels and Lodging Houses, ee. Me 'Moiels, Guest uct resorts, inns, <auniuoement parks, | Hotels, clubs, ents; rooms; houses billiards 'room: Te able. Ti annins, ceritre, chess, -earom, tennis, mini golf Badminton, Plying cards, 3, play ground, swimming pools, "health resorts, Yoga, meditation, 'Seuna bath, steam bath, swimming e& centres in Ayurvedic and holistic Shudios, oott ies, tennis court and ple tion for am anment and/or pleasure and to manage or let out the same or an thereof for any a belongt Company or not at such rent and on such te uw FS and conditions as the Company wotor cars, wagons, . accommodation wi TE WP MARL MiGr GWM L Yr RAKNGIAKA MiGh COURT OF KARNATAKA HIGH COURT OF KARNATAKA HIGH COURT OF KARNATAKA HIGH COUR ge such management, . arekd _aned
4. To organize, book, arrarge or conduct tours of and. for" religious; 'guitural,. social, educational, sightsecing end business purposes and for that sé to 'charter: ship, vessels, trains, aircraft, "e Of every helicoptér, omnibuses,
- description and ta book and reserve i rooms in hotels, restaurants. Py . board "ting and/ or lodging houses and take on hire and to provide jor tourist and and promote of all kinds in the ways of though tickets circular ckets, obtaining visas, passport, provisions of sleeping cars and berths".
fe cd Association of the
6. 31.03.2010 with petitioner co The clause UT (B17) of Memorandum of:
petitioner-co t ition with any other company ly are aa s followa:-
compary aithorzes | ~ As per the latest audited | ky lance al n0gt upto to assete | and ties ilities of the Liabilities Emouat~ . ail E 17,76,51 1970.00 Net. Fixed"
Geeta Work in Share 3,44,28,859.43 Application progreas money a Secured 30,59,98.153.60 | Deferred 2.71,64,060.82 Loans . | 'Tax Assets 1,99 082.30 Profit and Loag Aje 9,34,79,032.86 Pere 82, 24,663.
ME Rei URE GP ARSON Gr COURT GP MAKMATAIA HIGH COURT OF KARNATAKA HIGH COURT OF KARNATAKA HIGH COURT OF KARNATAKA HIGH COUR under the provisiona of Co ~1956-under the name and style of Bk Bee me y ye, zee SUB ted. a * A Pro Je srated on 3 Lies Act, fi | frermereror Cour KAR ISLATTANGA MIG hi Pir LQG KARMA TARA Hye Jy S BIO EAMES ae hy LL PRGA EL OE SY FPG FEET Wohl a ME See et x %ros Sad GP OS akom. North P.O., Kumarakom, Kottayam, Kerala sol goth pn ~ GEG S66.
transferor company aa...on., 24 000, 000 Equity Shares of Re. 10G/- ». |-200,000,000.00 1,365, 110 Equity. f "Re, 100/- a each company iz as fo ef the transferor comparn "To carry on i the. business of Holiday Resorts, Time Share, Hducation and Hatels"
"AG. As. por the latest audited balance sheet as a 3g 310 13.2010, the assets and Habilities of the transferor 0h MARINA ORS Mir WV Wir RARINGLANRA Mier UWUNE OF ROANRNALAILA MiG@eM GUUR! OF KARNATAKA MiGs COUK Linbilities Bee 13,65, 11,000.0 Net Poeed Assets Share application Money Capital Work im Progress Reserves and | 7,78,97,052.41 6,99,07 232,06 Secured 7 BG 30 746.07 Loszs 8 Unesccured 48 04,969.11 Miscellancova Loare Deferred Tax Liability 1,45,30,856.92 Expenditure to the not writen off or Shvupted..
Total ll. The Board sarc tion of scheme of an
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e.
eort epee on ot eh & eeews Le Wes cireciéda (6 converte an 'The board me "be ¢ acalgamnated with the petite _ tse High Court of Kerala. Teta. .
of Directors of ariy hae appro; ed and | ade spted "the Ide he transferee Scheme of tue.of f which, che. transferor company is proposed t ner company subject to
i) of the shareholders, creditors and the a ae eran rae = 2 on pe wee amahon by thie Court and FAIR RO AIA, MS OKA PS GUUS Er ROMIALGRA rial Laue iss by:
c amalgamation secured creditors, and unsecured creditora of the petitioner-comp This Court by order - _ dated LYS 44 8 6E AO eh " wr i : PCy te 03.11.2010 allowed the said application. The the shareholders, secured creditore. and unsecured perm riitted: 'to -
& hold on 04.12.2010. As per the directions ofthis Cou, the meeting of the sharcholders, secu red créditors and unsecured creditors has been hald ore 04.12,2010 and that reports have. been. prod: iced de iat Adine and 'K' respectnely: Hone of creditors: arid. unse Aired. creditors "have objections for aoe the scheme of amalgemation: They have unanimously passed the resolution for approval of the scheme of 2 AS 'Vbe-. petiioner-company presented this petit tio i on 1 13.12. 2010. This Court by ita order dated 66.01.2011 igeued notice to Regional Director amd m MGI GUA GF ROARS, PO, LS ae, a oo hearing ag 09.02.2011. As per the directions of this Court the notice has been published on 14.01.2611 in 'The Hindu' and 'Vijaya Karnataka' newspapers. In this." ard, a memo has also b een filed before this.Court, mal Director, Ministry of Corporate. Southern FR:
gion, Cherinai filed ari, s sartiés on 18.03-2011 on onal Director with. the following observatioria:-
"1. It is ssen from copy of the Annual Return of Transferor company made upto 30.09.2010 that capital Le. 9,29,000 equity shares £3 g we, R2.100/-.each are held by foreign entity viz., Bcominggale International LLC. Hence, the is required to comply with . "transferee. com; applicable provisions of FEMA and FEM suing shares to shareholders of ; as per scheme.
URTO O me EB ARIS INAS Gi 1S Oy transferee company appears to have proposed to Purchase Method of Accou iting tee te follow mentioned in clause 12 of the. scheme which is nat ° in accordance with AS-14 as upon the scherie. becoming effective the wransferor compa 2 solved by means of complete on gamation. In the event of ame camostions of f transferor company sores oom, mpary rid. stands dissolved g wound up, "then the Pooling of Be Interest Metho od of 'oF * Accounting should be followed the differs ance, . if any, between the assets andi 1 the - vedue af liabilities should be 2 4 adjusted to the "Capital Reserve" as prescribed in real
- Accounting Standard -- 14 and not to the 'Ge . Rese: ve*-as stated in dause 12 of the scheme.' Ea 15.04.2011 with an undertaking to comply with the oe ps ee yn 4 ant re 4 , weeping Gays abeervations made by the Regional Director. In pursuance to CARN ATAIA é Mae } rir) lo ¥ be oro newapapers none of the creditors, and unsecured creditors have filed their objection to the scheme-of.» ® armalgernetion.
iS. Upon the echeme becoming effective,.all the eniployees of the transferor company who are in service with effect from the date uf amalgamation will become the employees of the petitioner company without any (OF interruption inservice and without affecting their service conditions, The service conditiona of the ployees of the trarsferee.company shall not be less s favourable than thove subsisting in the petitioner- compenty on the said date.
"the fulfillment of the observations made and undertaken of High Court of Kerala. Accordingly, home} prone E ie poh 8 2 The company petition is. allewed. The scheme of amation at Annexure 'Al is hereby sanctioned 'subj lect. to. the comphance of the objec ctions 'made by the trar of Companies and ithe order to be sec) by the 'High Court of Kerala.
The: petitioner-coumpany: shall file a copy of this order with 1 the Registrar of Companies of Karnatain Xt nd. Regs etrar an E: eral. within | 30 daye form the date of "feoek ipt-of thie ordér.
Sd /-
JUDGE