Karnataka High Court
Schneider Electric It Business India ... vs Nil on 28 February, 2014
Author: Anand Byrareddy
Bench: Anand Byrareddy
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IN THE HIGH COURT OF KARNATAKA AT BANGALORE
DATED THIS THE 28TH DAY OF FEBRUARY 2014
BEFORE:
THE HONOURABLE MR. JUSTICE ANAND BYRAREDDY
COMPANY APPLICATION No.247 of 2014
CONNECTED WITH
COMPANY APPLICATION NO.248 OF 2014
IN C.A.No.247/2014
BETWEEN:
Schneider Electric IT Business
India Private Limited,
A Company incorporated under the
Companies Act, 1956, having its
Registered office at Sy.No.187/3 and 188/3,
Jigani Industrial Area, Jigani,
Bangalore, Karnataka - 562 106.
... APPLICANT
(By Shri. S. Vivekananda, Advocate for M/s. VGB Associates)
AND:
Nil.
...RESPONDENT
*****
This Company Application is filed under Section 391 of the
Companies Act, 1956, praying to Order that the meeting of equity
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shareholders and preference shareholders be dispensed with. And
that meeting of unsecured creditors of the above company be
convened, for the purpose of considering, and if thought fit,
approving, with or without modifications, a Scheme of
Amalgamation proposed to be made between the company and the
said shareholders and creditors of the said company and etc;
IN C.A.No.248/2014
BETWEEN:
Uniflair India Private Limited,
A Company incorporated under the
Companies Act, 1956,
Having its registered office at
Sy.No.187/3 and 188/3,
Jigani Industrial Area,
Jigani, Bangalore,
Karnataka - 562 106.
...APPLICANT
(By Shri. S. Vivekananda, Advocate for M/s. V.G.B. Associates)
AND:
Nil.
...RESPONDENT
*****
This Company Application is filed under Section 391 of the
Companies Act, 1956, praying to Order that the meeting of equity
shareholders be dispensed with. And that meeting of unsecured
creditors of the above company be convened, for the purpose of
considering, and if thought fit, approving, with or without
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modifications, a Scheme of Amalgamation proposed to be made
between the company and the said shareholders and creditors of
the said company and etc;
These Company Applications coming on for Orders this
day, the Court made the following: -
ORDER
Both these applications are considered together, having regard to the facts and circumstances:
The applicant in C.A.247/2014 is Schneider Electric It Business India Private Limited - the Transferee Company, which was incorporated in the year 1997 in the name and style of 'American Power Conversion (India) Limited', in the state of Karnataka. The name was changed to 'Schneider Electric IT Business India Private Limited' on 12.09.2012. The registered office of the applicant is in Bangalore.
The authorised share capital of the applicant - Transferee Company is Rs.6,00,00,000/- divided into 50,00,000 Equity shares of Rs.10/- each and 10,00,000 Preference Shares of Rs.10/- each and the issued, subscribed and paid up capital of the company is 4 Rs.3,47,02,340/- divided into 34,16,688 equity shares of Rs.10/- and 53,546 preference shares of Rs.10/- each.
The applicant is engaged in the manufacture and production of inverters, designers, convertors, etc., and associated software and accessories.
It is claimed that Clause 33 under the head 'The objects incidental or ancillary' of the Memorandum of Association of the applicant, permits amalgamation and similarly, Clause 7 of the Memorandum of Association of the Transferor Company, which is the applicant in the connected C.A.248/2014, permits amalgamation.
2. The Transferor Company - the applicant in C.A.248/2014 was incorporated in the year 2004 in the name and style of 'Uniflair India Private Limited', in the State of NCT of Delhi. The registered office of the Transferor Company has been shifted from Delhi to Bangalore, Karnataka. The Transferor company is engaged in the manufacture, buying, selling, exchange of all kinds of precision air conditioning systems, etc. 5 The Transferor Company has an authorised share capital of Rs.9,00,00,000/- divided into 90,00,000 equity shares of Rs.10/- each and the issued, subscribed and paid up capital of the Transferor Company is Rs.8,60,00,000/- divided into 86,00,000 equity shares of Rs.10/- each.
It is stated that the Transferor company has two equity shareholders and that it has no secured loans but has 152 unsecured sundry and trade creditors. That the amalgamation of the Transferor Company - Uniflair India Private Limited with the Transferee Company - Schneider Electric IT Business India Pravate Limited, would not have any adverse impact on the unsecured creditors of the Transferor company.
The Board of Directors of the Transferor Company had passed a resolution on 20.12.2013 approving and adopting the Scheme of Amalgamation with the Transferee Company, subject to the directions and sanction of this Court. Hence, the present application seeking dispensation from convening meetings of 6 equity shareholders and issue directions to convene the meetings of unsecured creditors.
3. The Transferee Company has four equity shareholders and one Preference shareholder. It is said that it has no secured loans, but has unsecured sundry creditors. The amalgamation of the Transferor and the Transferee companies as claimed, would not have any adverse impact on the unsecured creditors of the Transferee Company.
The Board of Directors of the Transferee Company passed a resolution dated 20.12.2013 approving and adopting the Scheme of Amalgamation of Uniflair India Private Limited with Schneider Electric IT Business India Private Limited, subject to the sanction of this Court and that the assets of the Transferee Company are more than the liabilities and is stated to be financially sound. Hence, the amalgamation would not in any manner, affect the interests of the creditors of the Transferee Company. Hence, the present application seeking dispensation from convening meetings 7 of equity shareholders, preference shareholders and issue directions to convene the meetings of unsecured creditors.
4. Accordingly, both the applications are allowed. The convening of the meetings of the equity shareholders and preference shareholders of the Transferee Company are waived. The convening of the meeting of the equity shareholders of the Transferor Company is also waived.
The meeting of the unsecured creditors of the Transferor Company is directed to be held on 9.04.2014 at 10.00 a.m., at Beary's Global Research Triangle, Sy.No.63/3B, Gorvigere Village, Bidarahalli Hobli, Kannamangala Po, Bangalore East Taluk, Whitefield-Hoskote Road, Bangalore-560 067. The Chairman of the meeting shall be Mr. Subhash Bhatt, Finance Controller and failing him, Ms. Sormistha Ghose, Senior Corporate Counsel.
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The meeting of the unsecured creditors of the Transferee Company shall be held on 9.04.2014 at 11.00 a.m., at Beary's Global Research Triangle, Sy.No.63/3B, Gorvigere Village, Bidarahalli Hobli, Kannamangala Po, Bangalore East Taluk, Whitefield-Hoskote Road, Bangalore-560 067. The Chairman of the meeting shall be Mr. Nesar Ahmad, Practising Company Secretary and failing him, Mr. Sameet Gambhir, Company Secretary.
The advertisement of the notices of the meetings shall be taken out in "The Hindu" - English daily and "Samyuktha Karnataka" - Kannada daily, on or before 15.03.2014.
The notices of the meetings and other papers are permitted to be sent by e-mail to unsecured creditors whose email ids are with the respective applicants, and registered posts are permitted to be sent in respect of the other unsecured creditors.
The unsecured creditors are also permitted to participate and vote through proxies.
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The Chairman of the meetings of the respective companies shall file their report within a week from the date of the meetings.
The applications stand allowed in terms as above.
Sd/-
JUDGE KS