Karnataka High Court
Annapurna Associates Private Limited vs Nil on 8 November, 2013
Author: Anand Byrareddy
Bench: Anand Byrareddy
1
IN THE HIGH COURT OF KARNATAKA, BANGALORE
DATED THIS THE 8th DAY OF NOVEMBER 2013
BEFORE
THE HON'BLE MR. JUSTICE ANAND BYRAREDDY
COMPANY PETITION NO.146 OF 2013
Between:
Annapurna Associates Pvt. Ltd.
Regd. Office at H.M.Strafford
29/1, 7th Cross Road
Vasanth Nagar
Bangalore- 560 052
Karnataka ... Petitioner
(By Sri.Saji P.John, Adv.)
And:
NIL ... Respondent
(By Sri.K.Nageshwarappa, Adv.)
---
This company petition is filed under Sections 391 to 394 of
the Companies Act, 1956, praying to sanction the scheme of
arrangement so as to be binding on the petitioner-company, its
shareholders and creditors and also on the Transferee Company
and its shareholders and creditors and etc.
2
This petition coming on for Orders this day, the Court made
the following
ORDER
Heard the learned counsel for the petitioner and the learned counsel for the respondents.
2. The present petition is filed for sanction of a scheme of arrangement by virtue of M/s. Diagnostic Business proposal to be de-merged into M/s. Tribune Hotels Private Limited (hereinafter referred to as the 'Transferee Company', for short).
3. The petitioner - Company was incorporated on 6.11.1982 with the Registrar of Companies, Andhra Pradesh, Hyderabad. The registered office was subsequently shifted to the State of Karnataka as on 18.12.2007. It is engaged in the business of hospitality and diagnostics, etc. The registered office of the petitioner - Company is at No.29/1, 7th Cross Road, Vasanth Nagar, Bangalore - 560 052. The authorized share capital of the petitioner - Company as on 31.3.2012 is `1,15,00,000/- divided into 15,00,000 equity shares of `10/- each and 15,000/- - 10% 3 cumulative redeemable preference shares of `100/- each and the issued, subscribed and paid-up share capital of the petitioner - Company is `1,13,35,180/- divided into 11,33,518 equity shares of `10/- each fully paid up.
4. The Board of Directors of the petitioner - Company have approved and adopted the scheme of arrangement between the petitioner - Company and M/s. Tribune Hotels Pvt. Ltd. and their respective shareholders and creditors as on 10.6.2013 and by virtue of this, the petitioner - Company is proposed to be de- merged into the Transferee Company subject to the confirmation of this Court and the High Court of Andhra Pradesh. The petitioner - Company had filed CA No.1505/2013 seeking dispensation of convening of meetings of the shareholders, secured and unsecured creditors in respect of the approval of scheme of arrangement. The same was allowed by an order dated 17.7.2013 and the convening of meetings were dispensed with.
5. The present petition was filed on 26.7.2013 and notice was issued to the Regional Director. Notice of this petition was 4 published in the English daily 'The Hindu' and the Kannada daily 'Udayavani' on 8.8.2013. The Registrar of Companies has filed an affidavit on behalf of the Regional Director, Ministry of Corporate Affairs, Hyderabad and has observed that Clause 1.2 of Part I of the scheme provides the appointed date as 1.4.2012. However, valuation report prepared by M/s. Raghavendra Rao and Associates, Chartered Accountants is on the basis of the balance sheet for the financial year ended 31.3.2010 and therefore, seeks clarification on the same. In this regard, the petitioner has filed a memo dated 25.10.2013 along with the valuation slip clarifying the observation to the effect that the valuation of the Chartered Accountant is based on the audited balance sheet for the period ending 31.3.2010 as per net asset value method and there is no substantial change in the value of the assets of the petitioner - Company. The Board of Directors of both the Companies accepted the same and determined the share exchange ratio therein, which was also accepted by the shareholders and further that the Transferee Company had filed company petition in COP No.183/2013 before the High Court of Andhra Pradesh and the 5 scheme was sanctioned vide order dated 11.10.2013 and hence, the learned counsel for the petitioner seeks that this scheme be sanctioned.
6. In view of the observations made by the Regional Director through the Registrar of Companies having been addressed and as there is no impediment since even the Andhra Pradesh High Court has granted its approval to the sanction of scheme, the present petition is allowed. The scheme as proposed stands sanctioned. A copy of this order shall be filed before the Registrar of Companies within thirty days and the office shall draw up a common decree in terms as above, in Form No.42 of the Companies Rules, 1959.
Sd/-
JUDGE RV