Karnataka High Court
Bill Forge Private Limited vs Nil on 28 July, 2010
Author: H N Nagamohan Das
Bench: H N Nagamohan Das
IN THE HIGH COURT OF KARNATAKA AT BANGALORE _
DATED THIS THE 28" DAY OF JULY, 20I0 E
BEFORE
THE HON'BLE MR. JUSTICE H.N. NAIIAMOIIAIIIDAS E ° '
cOP.Ne.o6/2619.
BETWEEN :
BILL EORGE PRIVATE LIMITED V
REP.BY ITS DIRECTOR
Mr.K.RAV1NDRA
9c, BOMMASANDRAIHDLISTRIAL AREA, V
OFF HOSUR ROAD, E I
BANGALOREr..56UV{)9'9L*--: _ .. '
KARNATAKA I _ 1
TRANSFERET3 COI\/IPAT\?:'fl * A. I I ..PETITIONER
(By M/S V.G.B; ._;{3ISS_()VCI,/.X'f'.,1_E';'SI:'::g"9.%;I)4VS. )
_ AND : .. Ev
..RESPONDENT
(By Sri (f.As':~IWATHAPRA CGC FOR ROC)
/I"
THIS COMPANY PETITION Is FILED UNDER sE,CTIoN 391
TO 394 OF THE COMPANIES ACT, .1956 PRAYING TO! SANCT.ION
THE SCHEME OP ARRANGEMENT ANNEXURE-DAS"APPRGVED
WITH THE REQUISITE MAIORITY BY
SHAREHOLDERS AND CREDITORS OF .~TE'~iE=::j~..PETiTIONER
COMPANY so As To BE BINDING' ON 1,TH«Ep"'?ETITPiONER7.
COMPANY AND ON ALL THE MEMBERS AND CREDITQRSe_*OF
THE PETITIONER COMPANY AND ETCf.__
THIS COMPANY PETITION 'COMING ON EOE ORDERS THIS
DAY, THE COURT MADE THE FOLEOWINO; '
This PEUUOII; P394 of the Companies
Act, 1956 (for -- M/S. Bill Forge Private
Limited -:v'iVTranSf:eree isdhuseevleing Sanction of Scheme of
Amalgamation' produceittat"--~Ptfi»nPexure-D to the petition by which
Coimbatore Forgi'flgy_:PrivateLimited m the Transferor Company the wholly
5f:ow:w.ed 'SHhsi5dci.ary of the Tfansyferee company is proposed to be merged with
thPeS..PPetitioraerT' Coinpany.
2;. The 'Peti'tioner Company was incorporated on 23.12.1982 as a
PP-ri"va.teeLimited company with the Registrar of Companies in Karnataka.
4P_iE'he"' registered office of the Petitioner -- Company is situated at No.9C,
/\
/V
Bommasandra Industriai Area of Hosur Road, Banga1ore--560i.. The
authorised share capital of the Petitioner Company
divided into 20,00,000 equity shares of Rs.10/--
and paid--up capital is Rs.i,06,-41,530/-- divided itnzefiiioeadétitisa ieqddy
of Rs. 10/-- each.
3. The main objectsof Company asset out in its
Memorandum and Articles of Annexure--A to the
petition is to hot forging of auto
components and Sheet of the Petitioner --
Company asiiofi The copy of the
Balance sheet for the:3--i.:§.2009 is filed along with a memo
dated 28.7,2_010x.f"-~ A 0
Transferor Company was incorporated under the
proyision_s«ofCompanies Act, £956 on 6.i.1982. The registered office
of the transferofiicompany is situated at 1/178, Pollachi Road, Ganesh
eoMa1urnachampatti, Coimbatore--641 021. The authorised share
If capital: iofflthe Transferor company as per the Balance Sheet as at 31.3.2008
€L\:~»IV
is Rs. 15,00,000/-- divided into 15,000/-- equity shares of RS. each. The
issued, subscribed and paid--up capital of the Transferor'"eo113par1y"is
Rs.5,90,000/- divided into 5,900 equity shares of Rs. 10004 'lieeelh;[ The desire
objects of the Transferor Company is to carry on 'o.1i'siness''of'mariufaéturers 0'
and sellers of cold, warm and hot forging of auto. corripolnent.s'an.detc.
5. The Board of Directors_ of thelraiisfeireep Companyiiin its meeting
held on 15.06.2009 have the Scheme of
Amalgamation by yir'tue#o-f which Traniiiferorgtfompany is proposed to
be merged with the
6. This " Codiefeide.ty"dedee dated 21.10.2009 passed in CA
No.66?/2009 perrnittedxithae'applicant company to hold the meetings of
equity ..::i11areho1ders,i '*secur_ed creditors and unsecured creditors on
122009 ..a€yitsy"registered office under the Chairmanship of Sri
K.Ra'vind-ta, Direc-tor= of the applicant company or in the alternative by Sri
C.V.Mad4hti.stidhan, Partner of KSR and Co., Accordingly, the Chairman
Vco.1i'vened«..ythe meetings of the equity shareholders, secured creditors and
71 .\.'''''''h'
unsecured creditors and reported the result of the meetings stating..that they
have unanimously approved the Scheme.
7. Thereafter, the present petitionfhas"beenfifiied.gtiniiVIh'is"VgCourt C
issued notice to the Regional Directorgand the petitioricr to3~.tiakeVo'at
advertisement of the petition in 'The Hiridu' and"'J§ann.ada2Prahha' on or
before 10.3.2010 fixing the d2it6~..Qf he'th-ihg--I'ee 31~._3..20Itlitxcycordingly, the
Petitioner has furnished the copy o7fAthe¥',""lib"E'ie and 'Kannada Prabha'
both dated i0.04.20§Ei0aiong with :71 1\ti;eIrIO:t.ii1tE:d.I_5:4.20.10. Pursuant to the
notice issued to C Registrar of Companies,
Karnataka haslllfilieqhgffidairitdated 7.75010 on behalf of the Regional
Director with the fol1owing_johsVe:tsra'tion:
ii." is~seen'- the petition that the petitioner
':7has._snotp_enclosetlthe latest Balance Sheet as at 31.3.2009
'~ _ tope,tit'io__n as required under proviso to sub section (2)
the Companies Act, 1956 which prescribes
A that ' A order sanctioning any compromise or
arrangement shall be made by the Court unless the Court
CC 'C «is satisfied that the company or any other person by whom
C' an application has been made under sub section (1) has
disclosed to the Court by Afiidavit or otherwise, all
!'\..-
flaw
material facts relating to the company, such as the..lla-test
financial position of the company, the lates't*'**ati(litot"s _.__ A'
report on the accoimts of the company. 2 V i
ii). It has been held by
Gujarat in Maneckchowk
Re, (1970) 40 Corrrcases 331'9lllG1ti)"fo.lloived in Navjivart
Mills Ltd., in Re, (219;/Q?) 142,355 (Guj) that
since the .p:ro.v_iso form, it is
I'fIClfICl7Qil!(V)ll';\bz.;<.,V as required by the
p.rorvi;:'oT; to the exercise of
jii'r_isa'ictit;n_ far"santc.tioieing_. the scheme.
to the observations made by the Registrar of"
Co1lr1pé'1;ies,lliieeimedi'oounsel for the petitioner has fiied a memo with
Annual lieport for the year 2009 and the same is taken on record.
1'\.
aw
9. Upon the Scheme becoming effective, all employees~.tof the
Coimbatore Forging Private Limited ~ Transferor Compianyiindservi-ce.'on
the effective date shall be deemed to have become.'the"etrtployees they
Transferee Company w.e.f the appointed dategwithotit».an~y_i"ir1te;§ruption in C
their service as a result of the traris_ler_V..of t1iiderta;l<ing'«--tottttransferee
company on the same terms and iernploynienntpasvyvvvere with the
transferor company. On the ba..sis.Aoi7.--.se_rvice, the terms and
conditions of their shall not be less
favourable than reference to the Transferor
Company on the el7fectiv:::V_datc.,_4" C'
10. Pursuant to'th;ev.advertisement of the petition, no shareholders,
creditors Land employees of the Transferee Company have appeared and
?fobjectedire~t.he proposed Scheimiei of Amalgamation.
*1.I;FInVthefcir>ct1mstances, the petitioner has made out a case for
sanctioning.' the Scheme of Amalgamation at Annexure D. Hence, the
J d~\'f"'-.
iii.
ORDER
The Company Petition is allowed.
The Scheme of Ainalgamation at Annexure-D..to_* ';3etit.ion is hereby sanctioned subject to eoniplianiee I' of ' observations made by the Re gisirar of«.VC'o[m'pa'n.ies,uKarnatal:a. V The Petitioner Companytsjhall file"co_py otlwith the Registrar of Qompanl.e--sgi:A. 'tK,a1"nataka "avnd ,.i'{egistrar of Companies, Taniil days from the date of receiptvoficiopy it