Karnataka High Court
Exeter Software India Private Limited vs Nil on 9 November, 2012
Author: L.Narayana Swamy
Bench: L. Narayana Swamy
1
IN THE HIGH COURT OF KARNATAKA AT BANGALORE
DATED THIS THE 9TH DAY OF NOVEMBER 2012
BEFORE
THE HON'BLE MR. JUSTICE L. NARAYANA SWAMY
COMPANY PETITION.NO.128/2012
A/W
COMPANY PETITION NO.127/2012
COP. 128/2012
BETWEEN:
EXETER SOFTWARE INDIA PRIVATE LIMITED,
REGISTERED OFFICE AT : T-7, 3RD FLOOR,
LAKSHMI COMPLEX,
#40, K.R. ROAD,
BANGALORE-560 002. ...PETITIONER
(BY SRI. SAJI P. JOHN, ADV. FOR M/S. SPJ LEGAL
ADV. SRI. K.S. MAHADEVAN AND V. JAYARAM, ADVS.
FOR O.L. SMT. GOWHAR UNNISA, CGC FOR ROC)
AND
NIL
... RESPONDENT
THIS COMPANY PETITION IS FILED UNDER
SECTIONS 391 TO 394 OF THE COMPANIES ACT,
1956, PRAYING THAT FOR THE REASONS STATED
THEREIN THIS HON'BLE COURT MAY BE PLEASED TO
APPROVE THE SCHEME OF AMALGAMATION
ANNEXURE 'A', SO AS TO BE BINDING ON THE
2
PETITIONER COMPANY, ITS SHAREHOLDERS AND
CREDITORS AND ALSO ON THE TRANSFEREE
COMPANY AND ITS SHAREHOLDERS AND CREDITORS
ETC.,
COP. 127/2012
BETWEEN:
J235 SOFTWARE INDIA PRIVATE LIMITED,
REGISTERED OFFICE AT : 8TH FLOOR,
VAYUDOOTH CHAMBERS,
15-16, M.G. ROAD,
BANGALORE - 560 001.
... PETITIONER
(BY SRI. * SAJI.P.JOHN, ADV. FOR M/S.SPJ LEGAL,
ADV. AND SMT. GOWHAR UNNISA, CGC FOR ROC)
AND
NIL
... RESPONDENT
THIS COMPANY PETITION IS FILED UNDER
SECTIONS 391 TO 394 OF THE COMPANIES ACT,
1956, PRAYING THAT FOR THE REASONS STATED
THEREIN THIS HON'BLE COURT MAY BE PLEASED TO
ALLOW THE SCHEME OF AMALGAMATION ANNEXURE
'A', SO AS TO BE BINDING ON THE PETITIONER
COMPANY, ITS SHAREHOLDERS AND CREDITORS
AND ALSO ON THE TRANSFEREE COMPANY AND ITS
SHAREHOLDERS AND CREDITORS ETC.,
* Corrected vide Court order
dt: 23/01/2013
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THESE PETITIONS COMING ON FOR ORDERS
THIS DAY, THE COURT MADE THE FOLLOWING:
ORDER
These Company Petitions have been filed by the Petitioner-Companies under Sections 391 to 394 of Companies Act, 1956 seeking permission to allow the Scheme of amalgamation, as per Annexure-A to the petitions, with the Transferee Company. The Petitioner- Company in Company Petition No.128 of 2012, i.e. M/s. Exeter Software India Private Limited (hereinafter referred to as "Transferor-Company") is proposed to be merged with the petitioner in Company Petition No.127 of 2012 i.e. M/s. J235 Software India Private Limited (hereinafter referred to as "Transferee-Company").
2. The Transferor Company was incorporated on 6th August 2002* under the provisions of Companies Act, 1956 with the Registrar of Companies, Karnataka at Bangalore under the name and style of "M/s. Exeter Software India Private Limited. The Registered Office of the Transferor-Company is situate at T-7, 3rd floor, * Corrected vide Court order dt: 23/01/2013 4 Lakshmi Complex, #40, K.R. Road, Bangalore-560 002. The authorised share capital of the Transferor Company as on 31st March 2011 is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. Issued, Subscribed and Paid-up Capital is Rs.10,00,010/- divided into 1,00,001 equity shares of Rs.10/- each. The latest Balance Sheet of the Transferor is produced at Annexure 'D' to the petition.
3. The main objects of the Transferor-company, as set out in its Memorandum and Articles of Association, is to design, develop, sell, export, deal in, maintain and service computer and Internet software and render all related services, to provide computer system consultancy services, including developing total solutions for computer oriented problems involving hardware, software, interfaces and techniques and provide computing facilities and computerized applications to users, including managing the back office operations of customers, to provide consultancy and technical know-how in India and abroad on 5 computer hardware and software, also design, develop, improve, reproduce, import, export, engage in customer education and support activities and services for computer systems, both hardware and software.
4. The Transferee-Company was incorporated under the provisions of Companies Act, 1956 with the Registrar of Companies, Karnataka at Bangalore on 14th August 2001 under the name and style of "J235 Software India Private Limited". The Registered Office of the Transferee Company is situate at 8th Floor, Vayudooth Chambers, 15-16, M.G. Road, Bangalore- 560 001. The authorized share capital of the Transferee- Company as at 31st March 2011 is Rs.50,00,000/- divided into 5,00,000 equity share of Rs.10 each. The Issued, subscribed, and paid-up capital of the Transferee Company as on 31st March 2011 is Rs.47,23,310/- divided into 4,72,331 equity shares of Rs.10/- each. The latest Balance Sheet of the Transferee-company is produced at Annexure-C to the petition. The main objects of the Transferee Company is 6 to design, develop, sell, export, deal in, maintain and service computer and internet software and render all related services, including but not limited to the health care industry in India and abroad, to provide computer system consultancy services, including developing total solutions for computer oriented problems involving hardware, software, interfaces and techniques and provide computing facilities and computerized applications to user, including managing the back office operations of customers, to provide consultancy and technical know-how in India and abroad on computer hardware and software. Also design, develop, improve, reproduce, import, export, engage in customer education and support activities and services for computer systems, both hardware and software and more fully described in Memorandum and Articles of Association, which is produced at Anenxures-D and E to the petition.
5. The Board of Directors of the Transferor Company and the Transferee-company have approved 7 the scheme of amalgamation Annexure 'A' of Transferor and Transferee companies at its meeting held on 11th April 2012 vide Annexure 'F'.
6. This Court, vide Order dated 12th June 2012 in Company Applications No.673 and 674 of 2012, dispensed the holding of meeting of shareholders of the applicant-Companies.
7. Thereafter, present petitions have been filed. This Court, vide order dated 27th June 2012, issued notice to the Regional Director and Official Liquidator and permitted the Petitioners to take out advertisement in English Daily "The Hindu" and Kannada Daily "Samyuktha Karnataka" on or before 13th July 2012 indicating the date of hearing as 27th July 2012. Accordingly, the Petitioner has furnished the copy of paper publication vide Memo dated 03.07.2012.
8. The Official Liquidator in his report in OLR No.351/2012 dated 11th September 2012 has stated that on perusal of the report of the Chartered 8 Accountant, it is noticed that the affairs of the Transferor Company do not appear to have been conducted in manner prejudicial to the interest of its members or to the public and also stating that the Transferor Company may kindly be ordered to be dissolved. Accordingly, the said report is accepted.
9. Vide Order dated 4th October 2012, time was granted to the Registrar of Companies to file report. Further time was granted to file the report of Registrar of Companies vide Order dated 30.10.2012. Despite sufficient opportunity granted to the Registrar of Companies, report has not been filed. Hence, report by the Registrar of Companies is dispensed with.
10. Pursuant to the advertisement of the petitioners, the shareholders of the Companies have given their consent for scheme of amalgamation. There are no secured or unsecured creditors of the Company which is evident from the Certificate issued from the Chartered Accountant to that effect. Accordingly, as per Scheme Annexure-A, the Transferor company is 9 permitted to the amalgamated with the Transferee company. Further, the Transferor company is ordered to be dissolved.
11. Hence the following:
ORDER i. The Company Petitions are allowed. ii. The Scheme of Amalgamation at Annexure-
A to the petitions is hereby sanctioned and the same shall be binding on the shareholders of the Petitioner Company. iii. The Petitioner Company shall file copy of this order with the Registrar of Companies, Karnataka and Registrar of Companies within thirty days from the date of receipt of a copy of this order.
Sd/-
JUDGE snc