Karnataka High Court
Ranka International Private Limited vs Nil on 2 August, 2012
Author: Jawad Rahim
Bench: Jawad Rahim
1
IN THE HIGH COURT OF KARNATAKA AT BANGALORE
DATED THIS THE 2ND DAY OF AUGUST 2012
BEFORE
THE HON'BLE MR.JUSTICE JAWAD RAHIM
COMPANY PETITION NOS.73/2012, 74/2012,
75/2012 AND 76/2012
IN COP 73/2012
BETWEEN:
RANKA INTERNATIONAL PRIVATE LIMITED,
REGISTERED OFFICE AT III FLOOR,
RANKA CHAMBERS,
NO.31, CUNNINGHAM ROAD,
BANGALORE - 560 052
KARNATAKA
... PETITIONER
(BY SRI SOJI P.JOHN, SPJ LEGAL)
AND:
NIL
... RESPONDENT
(BY SRI K.S.MAHADEVAN, ADV., FOR O.L
SRI H.C.SUNDAREESH, ADV., FOR ROC)
THIS PETITION IN FILED UNDER SECTION 391 TO
394 OF THE COMPANIES ACT, 1956, PRAYING THAT
THE SCHEME OF AMALGAMATION, ANNEXURE- A
HERETO BE SANCTIONED BY THIS HON'BLE HIGH
COURT SO AS TO BE BINDING ON THE PETITIONER
2
COMPANY, ITS SHAREHOLDERS AND CREDITORS AND
ALSO ON THE TRANSFEROR COMPANIES AND ITS
SHAREHOLDERS AND CREDITORS, AND ETC.,
IN COP 74/2012
BETWEEN:
RHFL DEVELOPERS LIMITED,
REGISTED OFFICE AT RANKA CHAMBERS,
3RD FLOOR, NO.31, CUNNINGHAM ROAD,
BANGALORE - 560 052
KARNATAKA
... PETITIONER
(BY SRI SOJI P.JOHN, SPJ LEGAL)
AND:
NIL
... RESPONDENT
(BY SRI K.S.MAHADEVAN, ADV., FOR O.L
SRI H.C.SUNDAREESH, ADV., FOR ROC)
THIS PETITION IN FILED UNDER SECTION 391 TO
394 OF THE COMPANIES ACT, 1956, PRAYING THAT
THE SCHEME OF AMALGAMATION, ANNEXURE- A
HERETO BE SANCTIONED BY THIS HON'BLE HIGH
COURT SO AS TO BE BINDING ON THE PETITIONER
COMPANY, ITS SHAREHOLDERS AND CREDITORS AND
ALSO ON THE TRANSFEROR COMPANIES AND ITS
SHAREHOLDERS AND CREDITORS, AND ETC.,
3
IN COP 75/2012
BETWEEN
INDO BHARAT DEVELOPERS PRIVATE LTD.,
REGISTERED OFFICE AT III FLOOR,
RANKA CHAMBERS,
NO.31, CUNNINGHAM ROAD,
BANGALORE - 560 052
KARNATAKA
... PETITIONER
(BY SRI SOJI P.JOHN, SPJ LEGAL)
AND:
NIL
... RESPONDENT
(BY SRI K.S.MAHADEVAN, ADV., FOR O.L
SRI H.C.SUNDAREESH, ADV., FOR ROC)
THIS PETITION IN FILED UNDER SECTION 391 TO
394 OF THE COMPANIES ACT, 1956, PRAYING THAT
THE SCHEME OF AMALGAMATION, ANNEXURE- A
HERETO BE SANCTIONED BY THIS HON'BLE HIGH
COURT SO AS TO BE BINDING ON THE PETITIONER
COMPANY, ITS SHAREHOLDERS AND CREDITORS AND
ALSO ON THE TRANSFEROR COMPANIES AND ITS
SHAREHOLDERS AND CREDITORS, AND ETC.,
IN COP 76/2012
BETWEEN
RANKA-N-RANKA PROJECTS-N-CONSTRUCTIONS
LIMITED,
REGISTERED OFFICE AT III FLOOR,
4
RANKA CHAMBERS,
NO.31, CUNNINGHAM ROAD,
BANGALORE - 560 050
KARNATAKA
... PETITIONER
(BY SRI SOJI P.JOHN, SPJ LEGAL)
AND:
NIL
... RESPONDENT
(BY SRI K.S.MAHADEVAN, ADV., FOR O.L
SRI H.C.SUNDAREESH, ADV., FOR ROC)
THIS PETITION IN FILED UNDER SECTION 391 TO
394 OF THE COMPANIES ACT, 1956, PRAYING THAT
THE SCHEME OF AMALGAMATION, ANNEXURE- A
HERETO BE SANCTIONED BY THIS HON'BLE HIGH
COURT SO AS TO BE BINDING ON THE PETITIONER
COMPANY, ITS SHAREHOLDERS AND CREDITORS AND
ALSO ON THE TRANSFEROR COMPANIES AND ITS
SHAREHOLDERS AND CREDITORS, AND ETC.,
THESE PETITIONS COMING ON FOR ORDERS, THIS DAY
THE COURT DELIVERED THE FOLLOWING:
ORDER
Co.P.73/12 is filed by the transferee company, RANKA INTERNATIONAL PRIVATE LIMITED. Co.P.74/12 is filed by the first transferor company, viz., RHFL DEVELOPERS LIMITED. Co.P.75/12 is filed by the second transferor company, viz., INDO BHARAT DEVELOPERS PRIVATE 5 LIMITED. Co.P.76/12 is filed by the third transferor company, viz., RANKA-N-RANKA PROJECTS-N- CONSTRUCTIONS LIMITED.
2. All the petitions are under Sections 391 to 394 of the Companies Act. The narration of facts in these petitions bring to surface the following factual matrix:
a) Transferee company, RANKA INTERNATIONAL PRIVATE LIMITED was incorporated on 4.4.1996 and has its registered office at 'RANKA CHAMBERS,' No.31, Cunningham Road, Bangalore-560 052. It is engaged in the business of real estate, building and developing commercial and residential complexes. Its capital structure is as follows:
Authorised capital:
3,00,000 equity shares of Rs.100/-
each Rs.3,00,00,000/-
Issued, Subscribed & Paid-up capital: 2,76,730 equity shares of Rs.100/-
each Rs.2,76,73,000/-
b) The first transferor company, viz., RHFL
DEVELOPERS LIMITED (petitioner in Co.P.74/12) was
incorporated on 13.12.1996 as a public limited company and has its registered office at 'RANKA CHAMBERS,' No.31, 6 Cunningham Road, Bangalore-560 052. It is engaged in the business of real estate, building and developing commercial and residential complexes. Its capital structure is as follows:
Authorised capital:
10,00,000 equity shares of Rs.10/-
each Rs.1,00,00,000/-
Issued, Subscribed & Paid-up capital: 5,75,000 equity shares of Rs.100/-
each fully paid up Rs.57,50,000/-
c) The second transferor company, viz., INDO BHARAT DEVELOPERS PRIVATE LIMITED. (petitioner in Co.P.75/12) was incorporated on 15.10.1997 as a joint stock company and was subsequently converted into a private limited company. It has its registered office at 'RANKA CHAMBERS,' No.31, Cunningham Road, Bangalore-560 052. It is engaged in the business of real estate services and dealing in building construction materials. Its capital structure is as follows:
Authorised capital:
27,70,600 equity shares of Rs.10/-
each Rs.2,77,06,000/-
Issued, Subscribed & Paid-up capital: 27,70,600 equity shares of Rs.100/- 7
each fully paid up Rs.2,77,06,000/-
d) The third transferor company, viz., RANKA-N-
RANKA PROJECTS-N-CONSTRUCTINS LIMITED (petitioner in Co.P.76/12) was incorporated on 4.3.2005 as a publiclimited company. It has its registered office at 'RANKA CHAMBERS,' No.31, Cunningham Road, Bangalore-560 052. It is engaged in the business of real estate services, promoter, developer of layouts and construction of complexes and buildings. Its capital structure is as follows:
Authorised capital:
5,00,000 equity shares of Rs.100/-
each Rs.5,00,00,000/-
Issued, Subscribed & Paid-up capital: 10,000 equity shares of Rs.100/-
each fully paid up Rs.10,00,000/-
3. It is seen from the averments in each petition that the Board of Directors of all the companies have approved the scheme of amalgamation vide resolution dated 13.1.2012 whereby petitioners in Co.P. Nos.74/12, 75/12 and 76/12 (transferor companies) have agreed to merge with the petitioner in Co.P.73/12, viz., RANKA 8 INTERNATIONAL PRIVATE LIMITED, subject of course, to the confirmation of this court.
4. Accordingly, all the companies were before this court in C.A. Nos.335/12, 336/12, 336/12 and 338/12 respectively seeking dispensation of the meeting of shareholders and unsecured creditors for approval of the scheme. Accepting their request, this court vide order dated 11.4.2012 has dispensed convening of such meeting.
Armed with the said order, they have approached this court under Section 394 of the Companies Act.
5. As could be seen, public notification was ordered to be issued in this regard on 13.4.2012 in THE HINDU and also VIJAYA KARNATAKA. Accordingly, paper publication was carried out on 29.4.2012, fixing the date as 24.5.2012. Individual notices have also been issued to the secured creditors of the transferee company.
6. The transferee company has filed a memo dated 27.5.2012 producing postal receipts.
9
7. Notice issued to the Regional Director in all these petitions are duly served and the Official Liquidator in respect of the transferor companies. In the follow-up action, M/s HNS Rao & Co., Chartered Accountants, were appointed as auditors to verify the books and records of the companies which they have done. The OL has filed report stating that the affairs of the transferor company are not conducted in the manner prejudicial to the shareholders and unsecured creditors.
8. The Regional Director has filed affidavit making the following observations:
'1. The scheme provides vide clause 11 (Part-B) that Accounting Treatment adopted shall be the "Pooling of Interest Method" in accordance with Accounting Standard-14. Accordingly, the difference, if any, between the value of assets and the value of liabilities should be adjusted to the "Capital Reserve" as prescribed in Accounting Standard-14.
2. It is seen from para 21 of the transferee companies petition that while passing an order dispensing with the meeting of shareholders and unsecured creditors of transferee company for approving the scheme of amalgamation on 11.04.2012 in C.A.335/2012, the Hon'ble High Court also directed the transferee company to furnish the consent letter of one of the secured creditors namely "Dewan Housing Finance Corporation Ltd" at the time of consideration of the 10 petition and also directed to issue individual notice at the time of institution of this petition. Hence, the transferee company has to comply with the above direction given by this Hon'ble Court.'
9. Answering the same, the transferee company has filed the affidavit of on 31.7.2012 undertaking to comply with the accounting pattern suggested by the Registrar of Companies vide clause 3(1). As regards the observation in clause 3(2), the consent of secured creditors has been placed on record through a memo.
10. Examining the records referred to above and the proceedings in court, I am satisfied parties have complied with all statutory requirements. There is no impediment to grant the relief sought for. The OL has no objection for approval of the scheme of amalgamation vide Annexure-A.
11. In the result, all the petitions are allowed. The scheme of Amalgamation of transferor companies viz (1) RHFL Developers Limited. (2) Indo Bharat Developers Private Limited (3) Ranka-N-Ranka Projects-N- Constructions Limited with M/s Ranka International Private 11 Limited, transferee company is sanctioned vide Annexure 'A'. Petitioners shall file before the Registrar of companies a copy of this order along with the scheme of amalgamation within thirty days from the date of receipt of a copy of this order. In view of sanction of the scheme of Amalgamation vide Annexure 'A', transferor companies viz., (1) RHFL Developers Limited. (2) Indo Bharat Developers Private Limited (3) Ranka-N-Ranka Projects-N-Constructions Limited are dissolved without winding up.
SD/-
JUDGE vgh*