Karnataka High Court
Ignersoll Rand Industrial Products ... vs Nil on 23 July, 2012
Author: Jawad Rahim
Bench: Jawad Rahim
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IN THE HIGH COURT OF KARNATAKA AT BANGALORE
DATED THIS THE 23RD DAY OF JULY 2012
BEFORE
THE HON'BLE MR. JUSTICE JAWAD RAHIM
COMPANY APPLICATION NO.889/2012
BETWEEN:
INGERSOLL-RAND INDUSTRIAL PRODUCTS PRIVATE LIMITED
REGISTERED OFFICE AT PLOT NO.35
KIADB INDUSTRIAL AREA
BIDADI, BANGALORE-562 109
...APPLICANT
(BY SRI.PERIKAL K ARJUN, ADV. FOR
M/S.PERIKAL K.ARJUN & J.SAGAR ASSOCIATES, ADVOCATE)
AND:
NIL
THIS COMPANY APPLICATION FILED BY THE COUNSEL FOR
THE APPLICANT UNDER SECTION 391 OF THE COMPANIES ACT,
1956, PRAYING TO ORDER FOR CONVENING AND/OR
DISPENSING WITH SEPARATE MEETINGS OF THE EQUITY
SHAREHOLDERS, SECURED CREDITORS AND USNECURED
CREDITORS OF THE APPLCIANT COMPANY, FOR APPROVING THE
SCHEME OF AMALGAMATION ETC.
THIS APPLICATION COMING ON FOR ORDERS, THIS DAY,
THE COURT MADE THE FOLLOWING:
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ORDER
This application under Section 391 of the Companies Act is filed by the transferee Company viz., Ingersoll-Rand Industrial Products Private Limited seeking to dispense with the convening of meeting of unsecured creditors of the applicant company.
2. The petition is supported by the affidavit of one Mr.Jayaraman, one of its directors.
3. From the averments in the affidavit and the documents annexed to the petition, it is seen the applicant company to be referred hereinafter as 'IRIPPL' is a company incorporated under the Companies Act on 27.07.1974 at Bombay in the State of Maharashtra with its registered office in the State of Maharashtra. Subsequently, the registered office was changed from Maharashtra to Karnataka and presently is at Plot.No.35, KIADB Industrial Area, Bidadi, Karnataka-562109.
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4. Its authorised, issued, subscribed and paid-up share capital as on 31.03.2011 is as follows:
Ingersoll-rand industrial products private limited Particulars Amount in Rs.
Authorised Share Capital 3,00,000 Equity Shares of Rs.100/- each 3,00,00,000 Issued, subscribed and paid-up 1,00,000 Equity Shares of Rs.100/- each 1,00,00,000 fully paid-up Of the above:
A. (i). 24,500 (previous year 24,500) shares have been allotted as fully paid up by way of bonus shares by capitalization of General Reserve B. (ii) 74,000 (Previous Year 74,000) shares are held by the Holding Company, Ingersoll-Rand Company, New Jersey, U.S.A.
(iii) 26,000 (Previous Year 26,000) shares are held by Ingersoll-Rand Global Holding Company Limited, Bermuda.
5. The object of the applicant company as set out in the memorandum and articles of association vide Annexure "A" is to carry on business of manufacture of pneumatic and electric tools of every kind and descriptions. 4 The details of which could be found in Annexure "A". The latest audited accounts of the applicant company as on 31.03.2011 is at Annexure "B".
6. The copy of the latest unaudited accounts of the applicant company as on 31.03.2012 is as follows:
Liabilities Amount Assets Amount
(In Rupees) (In Rupees)
Share capital 1,00,00,000 Fixed Assets- 9,33,04,618
Paid-up Net Block
Reserves and 37,58,40,521 Capital Work 1,15,10,082
Surplus in Progress
Net Current 27,53,23,194
Assets
Deferred Tax 57,02,627
Asset
Total 38,58,40,521 Total 38,58,40,521
7. The applicant company has formulated a
scheme of amalgamation of company by name Trane Design Centre Private Limited, for short, hereinafter referred to as 'TDCPL'. The said company TDCPL would be merged with the applicant company by the scheme of amalgamation appended along with the petition.
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8. TDCPL herein after referred to as the transferor company was incorporated on 18.12.2007 in Chennai with its registered office at Ascedas Phase II, 5th Floor, Unit No.1, Crest Building International Tech Park, Taramani, Chennai, Tamil Nadu.
9. Its authorised, issued, subscribed and paid-up share capital as on 31.03.2011 is as follows:
Trane Design Centre Private Limited Particulars Amount in Rs.
Authorised Share Capital 2,02,80,000 Equity Shares of Rs.10/- each 20,28,00,000 Issued, subscribed and paid-up 1,28,00,000 Equity Shares of Rs.10/- each 12,80,00,000 fully paid-up Note: Of the above 12,672000 equity shares are held by Trane Air conditioning Pvt. Ltd., Singapore, the holding company
10. It is declared that there is no change in the capital structure of TDCPL as on date. The objects for which TDCPL was established are set out in the Memorandum of Association and Articles of Association which is at Annexure "D".
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11. TDCPL is in the same business as the applicant transferee company. The latest audited accounts of TDCPL as on 31.03.2011 is at Annexure "E". In terms of the memorandum of agreement, the transferor company proposed to amalgamate into the applicant company. The scheme was approved by the Board of Directors of the applicant company on 11.06.2012 as could be seen at Annexure "G". The Board of Directors of the applicant company have passed a resolution approving the scheme in the meeting held on 11.06.2012 which is at Annexure "H". It is averred that the scheme of amalgamation will be in the best interest of both the companies. The applicant company has two equity shareholders as detailed in Annexure "K". They have given no objection for the proposed scheme. There are 301 unsecured creditors of the applicant company as on 31.03.2012 aggregating to Rs.15,96,79,509/-. The applicant company has obtained no objection certificate for the proposed scheme of amalgamation from 99 unsecured creditors to constitute 84.85% in value and the unsecured creditors from whom no 7 objection letters are yet to be received are small trade creditors who are being paid in the normal course of business. The applicant company assures securing the consent from them also.
Taking into consideration all attending circumstances, I am satisfied that in view of consent by two shareholders who own 100% shares and the consent of 99 unsecured creditors who represent 84.85% in value, the petitioner has made out a case for dispensing the notice to the shareholders and the unsecured creditors. Hence, the application is allowed. Convening of meeting of the shareholders, unsecured creditors is dispensed with.
The applicant company is permitted to file application under Section 394 of the Companies Act within a period of four weeks from now.
Sd/-
JUDGE VG