Karnataka High Court
Natsem India Designs Private Limited vs Nil on 11 December, 2012
Author: L.Narayana Swamy
Bench: L. Narayana Swamy
1
IN THE HIGH COURT OF KARNATAKA AT BANGALORE
DATED THIS THE 11TH DAY OF DECEMBER 2012
BEFORE
THE HON'BLE MR. JUSTICE L. NARAYANA SWAMY
COMPANY PETITION NO.71 OF 2012
c/w COMPANY PETITION NO.72 OF 2012
Company Petition No.71 of 2012
Between:
NATSEM India Designs Private Limited
Regd Office: 7/6, Brunton Road
Bangalore - 560 025
...Petitioner
(by Shri A. Murali and Sri Perikal K. Arjun
for M/s. J Sagar Associates, Advocates)
And:
Nil
...Respondent
(by Sri K.S. Mahadevan and Sri V. Jayaram, Advocates for OL;
Shri H.B. Somapur, CGC for ROC)
This company petition is filed under Sections 391 to 394 of
the Companies Act, 1956 praying sanction the scheme of
amalgamation Annexure-A so as to be binding on the petitioner
company, its shareholders and creditors, etc.
Company Petition No.72 of 2012
Between:
Texas Instruments (India) Private Limited
Regd Office: Bagmane Tech Park
No.66/3, Adjacent to LRDE, Byrasandra
2
C.V. Raman Nagar Post
Bangalore - 560 093
...Petitioner
(by Shri A. Murali and Sri Perikal K. Arjun
for M/s. J Sagar Associates, Advocates)
And:
Nil
...Respondent
(by Shri K.S. Mahadevan and Sri Jayaram, Advocates for OL;
Shri Omkaresha, Advocate for ROC)
This company petition is filed under Sections 391 to 394 of
the Companies Act, 1956 praying sanction the scheme of
amalgamation Annexure-A so as to be binding on the petitioner
company, its shareholders and creditors, etc.
These Company petitions coming on for orders, this day,
the Court made the following:
ORDER
These Company Petitions are filed by the Petitioner- Companies under Sections 391 to 394 of the Companies Act, 1956 seeking permission to sanction the Scheme of amalgamation of Transferor Company with the Transferee Company. The scheme of amalgamation is produced as Annexure-A to the petitions. The Petitioner-Company in Company Petition No.71 of 2012 i.e. NATSEM Indian Designs Private Limited (hereinafter referred to as the "transferor company") is proposed to be amalgamated with the petitioner 3 company in Company Petition No.72 of 2012 i.e. M/s. Texas Instruments (India) Private Limited (hereinafter referred to as "transferee company").
2. The Transferor Company was incorporated on 20th July 1995 under the provisions of Companies Act, 1956 in the State of Karnataka under the name and style of "M/s. Natsem India Designs Private Limited" in the State of Karnataka. The Registered Office of the Transferor Company is situate at 7/6, Brunton Road, Bangalore-560025. The authorised share capital of the Transferor Company is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. Issued, Subscribed and Paid-up share Capital of the Transferor Company is Rs.59,19,780/- divided into 5,91,978 equity shares of Rs.10/- each fully paid up. The Transferor company, as set out in its Memorandum of Articles of Association which is produced as Annexure-B to the petition, is engaged in business to plan, develop, improve, market, distribute, sell, licence, lease, install, alter, import, export or otherwise deal in or with all software, hardware and programmes of any and all kinds and description, 4 particularly those used in, for or in connection with electronic data processing equipment, products and services including computers and micro processor based systems, mini and micro computer based products, mainframe and super computers, electronic and mechanical computer peripheral equipment and terminals including intelligent terminals, speech processing equipment, office and factory automation equipment; and morefully described in Memorandum of Articles of Association. The latest audited Balance Sheet of the Transferor Company, as on 31st March 2011, is produced at Annexure-C to the petition.
3. The Transferee Company i.e. M/s. Texas Instruments (India) Private Limited, was incorporated on 12th August 1985 under the name and style "Texas Instruments (India) Private Limited" in the State of Karnataka under Companies Act, 1956. The Registered office of the Transferee Company is situate at Bagmane Tech Park #66/3, Adjacent to LRDE, Byrasandra, C.V. Raman Nagar Post, Bangalore-560093. The latest Balance Sheet of the Transferee-company is produced at Annexure-C in Company petition No.72 of 2012. The main object of the 5 transferee Company, as set out in its Memorandum of Association are to plan, design, purchase, sell, produce, manufacture, process, repair, lease, install, import, export or otherwise deal in or with apparatus, instruments, machinery, fixtures, devices and contrivances of every kind; more particularly those using semiconductor and related substances; semi-conductor competent products, including transistors, diodes, integrated circuits and other semiconductor products; electrical and electronic control and protective products (including switches, appliance controls, motor protectors, starter relays, solid state protective devices, programmable logic controls, motor protectors, starter relays, solid state protective devices, programmable logic controls and other types of electrical and electronic control and protective devices); electronic calculators; electronic educational equipment; minicomputer and microcomputer products; mainframe computers and super computers; computer software, firmware and programmes; electronic computer peripherals and terminals (including intelligent terminals); electrical and electronic sensors; video displays (including liquid-crystal, plasma and 6 electro chromic); speech-processing equipment; radar systems; electro-optic systems (including infrared systems); magnetic- anomaly detection systems; communication and navigation equipment; materials (including elemental and compound semiconductor materials in bulk or processed form such as chips and wafers); parts, subassemblies, assemblies; manufacturing and test equipment, (including automated manufacturing and test equipment, headers, housings and machines); bimetals, temperature sensors, terminals and actuators; cladmetals; and machinery, equipment, processes, procedures, layouts and combinations thereof useful in connection with the research, development and manufacture of any of the foregoing; geophysical data collection, processing and interpretive equipment; to engage in services related to geophysical exploration, data processing and interpretation; and to engage in any and all business activity related or incidental to any of the foregoing; and morefully described in the Memorandum of Articles of Association of the transferee company which is produced as Annexure-B to the Company petition No.72 of 2012. 7
4. The Board of Directors of the Transferor and Transferee Companies have approved the scheme of amalgamation, at its meeting held on 22nd February 2012 and the same is produced as Annexure-D to the petitions.
5. This Court, vide order dated 29th March 2012 passed in Company Applications No.465 and 466 of 2012, dispensed with the holding of meetings of equity shareholders and the creditors of the Petitioner Company.
6. Thereafter, the present petitions have been filed. This Court, vide order dated 18th April 2012 issued notice to the Regional Director and Official Liquidator. Further, the petitioner was directed to take out advertisement in English Daily "The Hindu" and Kannada Daily "Vijaya Karnataka" on or before 30th April 2012 indicating the date of hearing as 24th May 2012. Accordingly, the Petitioner has furnished the copy of advertisement taken out in "The Hindu" and "Vijaya Karnataka"
dailies, along with memo.
7. Though notice was ordered to Regional Director, and who was serviced, has not filed his report. The Official 8 Liquidator has filed OLR No.290 of 2012 dated 13th August 2012 stating that the Transferor company can be dissolved by this Court.
8. Pursuant to the advertisement of the petitioner Companies, no shareholders, creditors and employees of the have appeared and objected to the proposed Scheme of Amalgamation. Accordingly, as per Scheme of Amalgamation Annexure-A, the transferor company is permitted to be amalgamated with the transferee company. Further, the Transferor Company M/s. NATSEM India Designs Private Limited, is ordered to be dissolved.
9. Hence the following:
ORDER i. The Company Petitions are allowed.
ii. The Scheme of Amalgamation produced at Annexure-A to the petitions are hereby sanctioned and the same shall be binding on the shareholders and creditors of the Transferor Company and also the Transferee Company.9
iii. The Petitioner Companies shall file copy of this order with the Registrar of Companies, Karnataka within thirty days from the date of receipt of copy of this order.
Sd/-
JUDGE lnn