Karnataka High Court
Shree Renuka Energy Limited vs Nil on 15 April, 2011
Author: Aravind Kumar
Bench: Aravind Kumar
_ ope HR RRA
BEFORE
THE HON'BLE MR.JUSTICE ARAVIND KUMAR -
C.ANO.I71/2014
C.A.NG.172/2011
BETWEEN:
Shree Reni use Ene rey i silted
A Ae ompan
be
antonme nt:
Belga uum 590 GOL | Ot
} rte Herein Dy its
Ye Director.
sed as. President
Me uep wa Kalu APPLICANT
; SENIOR COUNSEL FOR JUST LAW.
S-SRIRANGA, ADVOCATE}
NEL 2 ..RESPONDENT
be
This company application CA. NOLLYE/ P20 LL. is
par pp
a.
fled uncer Section 391 of Companies /
t, 1956: RYW
Rules 9, 67 and 69 of the Company (Court) Rifles ~
praying that tor the reasons stated therein, thie Hol
Court may be pleased to:
Direct holding of
sharcholters and to dispense with "the: nolcing af
meeting of creditors of the ebove named ¢ ompany ike
consider the proposed Seheme "of Anialgamation to be
made between the C¢ ompany .and "its-.creditors and
members, and permit. fhe "applicant-company fle a
petition under Sectian 391 and S94 of the Conipanies
Act seeking sdnction of the Scheme and etc
C.A.NO.172/2011-
BETWEEN;
nuke Infraprojects Limited
vatiy ine porated under the
ofthe © "Oompanies Act, 1956
OU x
Santo? nment, .
Irma" pou
Belgaum. 590 001
Re pri esenied by its Director
Ae ishy Vanath Ladi Mohan Mathur APPLICANT
. ee
rea
[BY 'SRLNAGAN/ AND, SENIOR COLINSEL FOR JUST LAW.
SR LS.SRIRANGA, ADVOCA' Me
REN ee as
SMe AREER
and: Transferee company under section 391 of the
AND:
NIL .RESPON NDENT
This company application An A.NOL1727201 4 is"
Ned under Section 391 of C ompanies Aer Tet RAM
Rules 9, 67 and 69 of! thes Company (Co ure} Rul
praying that for the reasons siat
therein' a IS on' ble
Court may be pleased to:
Order to dispense vith the hoiding of meetings of
equiby shareholders and credit obs: OF fthe : rbove named
company to consider
"pre pose ds Be heme oF Amaigamation
to pe made between { ih ae 'ompany and tS creditors and
a the 'ang slicant company to file a
Lg
petition under Section S91 and 394 of the Companies
Act seeking sanction df fhe-Scheme and etc.,
"These "Company Applications coming on for
Orders.th is lay, 'the Court made the followin g:
ORDER
'These two applications by Transferor company OS ees ere es Ae nee Ki ev Srna registered | oflic e of the Transferee company is located at Companies Act, 1956 read with Rules 67 and 60 of Company Court Rules, have been filed _ sec equily shareholders respectively. 'Hence _ they ¥ care taken < up for consideration and are cHsposed of by this
2. Applicant in C.A.V?L/20b1 is the Transferce Company anc appli vant op CALF2/9011 is the a wee ransferee company came to be incorporated Junder.ihe name and styie of M/s.Renuka Energy "Limited under the provisions of Companies Act as per certilicate of. incorporation dated 28.02.2008. The * me the a ldre SS shown in the cause title of the application.
4. Authorised share capital of the Transferee company is €1.500,000.000 /- comprisirig, mes) ta 150,000,000/- equity shares of F10/- each. Issuied>. Subscribed and Paid up 9 shase . capital is £76.000/- equity 214,760,000/- comprising of 129 14 shares of f10/- each. As per-the latest b alan co sheet annexed to the ap plication which =e as, on 31.03.2010 reflects the said fi gures au rd paid ap 5 Transferee company" as') "on 81.03.2010 is Tio] 03,914,000/>, oul "ot "}21.476 3.000 issued and subscribed equity . shares, of 0/- each. 109,808,000 equity shares are fully paid-up and balance 11,668,000 wt £ equit 'y shares' are' partly paid up to the extent of O.S¢ per Share. ~~ Apmual Report for the year ending a5 5 pore SL.O3.2010. Iss ennexed fo the appli as oper . has been-<narrated in the Memorandum and Articles of Association appended to the petition as per Annexure-A. _&ecounts of the applicant company has been duly * foe Wag 6 BS audited as o1 31.03.2010 and auditors report along with balance sheet and profit and loss account for-fre™. year ending 31.03.2010 is at Annexure-B. pet, Association Clause 3 (B} (P2)>. transierce cCorpany is Directors of Transferee company in Ws meeting held on ft a 05.10.2010 has resolved "and approved the scheme of amalgamation with: the Transleror. company by its resolution. "True: extract of it-is annexed to the application as per Annexure-G. : é & Appleant im LFi/2ol) Jnamely Transteree < (COM pany. fas. Sav ght for holding of meeting of equity shareholders and to dispense with the holding of .. Meeting. of.creditors of the company. On perusal of the "records, if was noticed that under the holding of current s (other HNabilities) there were certain unsecured ae oot = sgiear at
5. As per Memorandum vam] "Articles of {NTIS eter ar ea crpeae AEA ane ae .
oe wed creditors also and their consent being not avaliable OD record such a prayer sought for cannot be gra anted dend ai this juncture, learned counsel appéaring, bt - applicant/Transferee company -has filed 7 a "i CFC no contending interalia that- dispensation of holding of meet to Transieree company would net be. pressed. Said memo is placed on record. At ccundit nely. the prayer g sought for by the applicant ta held meeting of eet pal arehold lers, is accorded. and. by. placing memo filed today on recerd, applicant is also directed to hold meeting oF creditors.of 7 Pransie ree company. Schedule re renee _ b Liptay oa 7 - om ne of date, venue: tite are AS @plrieratecd te paragraph, 'Transferor company in C.A.172/2011 was So al ed under the name and styie of M/s. Renuka ~~ Hira -Projects Limited under the provisions of S a eres ee "Companies Act, 19560 is dated 24.01.2007 as evidenced 4 from certificate of meor poration appended to the I oF application as per Annexure-A along with Memorandun - and Articles of Association, The registered office of the.. Transieror company is at the atldress. shown in. the cause title of the application.
8. Authorised share capital of the Transferor company comprises of 190,00,000. equity shares of f10/- each. Issued, Subs %20.000,000 /- comp rising of 2 ©10/- ezch. Balance she Armenure- 5 along with "auditors report duly certified evidences a iis facto
--O.. Vhe objects of the Transferor company are stated. in dhe Memorandum and Articles of Association which is-at Annexure-A. Scheme of amalgamation renal under which the Transferor COMIpaly proposes to 7 amalgamate with Transteree company is at Annexure-& a rere rene a oe GAGES 9 and clause 303) (16) of the Memorandum and Articles of Association of the Transferor company provides fér such beet cs amalgamation.
arrangement that entire bustess-. OF company is to be transterred to the C.AL7I/2001 and the Board of Directors 'of the Transieror company have resol vex <j and approved the SC scheme of amaligamatior: in its "meeting held on 02.12 iO, true extract of which is at Annexure-E, It is stated that tae Transferor com pany. has not been abie to pee rtilize the assets effectively in a profitable manner and for more "better utilization. efficient and economical econiroel of business-a ne assets of Tras », to-be transferred to the Transferee company by way of scheme of amalgamation. jumud
--
Cae! Applicant company name) baton oe uisleror eompany is having seven shareholders as found in schedule | of balance sheet drawn for the account ae pad ipa 7 z iS Stated in the scheme of. DE RESO ae ESS al ee ee iS AS et prot fi oe, cod eee 5 'booties Seve! joud ena Fes LP ha, hom 'end joaound go Sowaat™ oy Saute! Ro O10 and these seven shareholders have filed their affidavits approving the scheme, origifial of which has been appended to this application. collectively as per Annexure-H-] te Hep. 4 is seen frorn these affidavits Annexures H-1 to-l I-7 except H-5 the individual shareholders are holding LOO equity shares of T1O/- each aggregating-to suni of 2! UOO/-. Vransferee company being the holding company is "holding shares oF 19.99,400/- een - each a ssregating to £1.99,94,90G/-. As séen. from the said affidavits of Have also giver th eir amalgamation and... the concurrerice "tor dispensing with the meeting of snarcholders™in view of their approval given to the scheme of amalgamation. Pi. OAs seen from the above material Transferor 'and "Pransferce companics exercising Uneir cormmercial dom have desired and resolved to amalgamate as per wi the scheme of amalgamation and have accordingly passed the resolution. Henee, considering these and also taking into account memio filed today in open. ~ Court agreeing for s, aa Am of transferee company. dispensation ef conducting the meeting is granted by pore, dud "oat anne sao ony X
--
oe joored ms]
--
ears NS eh, Rael os following.
er bev, ORDER 'Vraisteror company is directed to hold the. mesting ol ecuity shareholders and eredifors >. for.
amals jamiat ior below, EA TC. A172 /2011 Transferee com pan Spee cifle a. Herein . dispense cowith.
the scheme of specified herein is directed to of creditors as per schedule below. Meeting of shareholders is Bp the a i mnducting mecting of the crediters a ee eae Details of meeting proposed to be held by Transteror and Transferee company would be as under:
C.ANO.171/2011:
'I Date of Meeting & [June 16-901) IL. Venue of Meeting: ha. Mandir Hall. Near. 'Til. Chairman of the Mrs.Vi | Meeting: Company cs & Alt ern e Chairman OMY rSidram _MKaluti FV. Procedure vat. they, oti ig at the. meeting shall | mecting: "LN, be by & aking poll a Publication in. NewS The New | ndian Express" | : ~ segiiak dom gter} yeir : Paper:. | eo {english daily) a "Kannada Prabha" (Kannada daily) me | Meeting © re re ditor: SB GO a , & Ed AN SS me a ae y vs of | Se) Time I. Date of Meeting & Meeting of 10.00 ALM.
June 16,20] 1 IL Venue of Meeting:
Maratha Mandir Hall /Railway. Over Khanapur Road) Belgaum: - 5890 006 ii, Chairman Meeting:
Alternate -- M te Sucrant : Mrs.Vidva: M. Mor uum} ML, Chairperson: Company --
of.
Vv. Quorum:
Shareholders ~ T lak wadi, [. sha B be i minimum Prneaik ve rs preser cand \ | the Con n apanics Act, Ooling (Section VY. Procedure ai : meeting:
permitted io necessary proxy forms duly vines by the membe r is hours before the mee ti ne. 2 "The New "India ui Express' (English daily) and ib in oot CESS Reon essonee ee PERO One nO ee omy C.ANO.172Z/2011: I. Date of Meeting & June 16, 2011 Time Mecung of Creditors" P.M. 'Tl. Venue of Meeting: Mar "Ty Jhews addi GOB.
Ii. Chairman of Mathur, Meeting:
Alternate Chairman : M ap NE aYieds ali. - . V.Yalgi, rv. Procedure" *.at meeting: a Vv. Publication in BN Express' Paper:
Kannada Prabha' (Kannada daily) Applicant is permitted to fle company petitions within SO days ater resolutions are passed in the said SBN .