Karnataka High Court
Wipro Energy It Services India Private vs Nil on 28 March, 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 MARCH, 2014
BEFORE:
THE HONOURABLE MR. JUSTICE ANAND BYRAREDDY
COMPANY PETITION No.291 OF 2013
CONNECTED WITH
COMPANY PETITION No.292 OF 2013
IN CO.P.No.291/2013
BETWEEN:
Wipro Energy IT Services India
Private Limited,
Registered office at Doddakannelli,
Sarjapur Road,
Bangalore - 560 035.
... PETITIONER
(By Shri. Saji P John, Advocate)
AND:
Nil.
...RESPONDENT
(By Shri. K.S. Mahadevan, Advocate for Official Liquidator
Smt. Prema Hatti, C.G.C., for Registrar of Companies)
*****
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This Company Petition filed under Section 391 to 394 of
the Companies Act, 1956, praying to the Scheme of
Amalagamation Annexure-A hereto, be sanctioned by this
Hon'ble Court so as to be binding on the petitioner company, its
shareholder, creditors and also on the Transferor Company No.2
and the Transferee Company and its shareholders and creditors
and etc;
IN CO.P.No.292/2013
BETWEEN:
Wipro Technology Services Limited,
Registered office at Doddakannelli,
Sarjapur Road,
Bangalore - 560 035. ...PETITIONER
(By Shri. Saji P John, Advocate)
AND:
Nil. ...RESPONDENT
(By Shri. K.S. Mahadevan, Advocate for Official Liquidator
Smt. Prema Hatti, C.G.C., for Registrar of Companies)
*****
This Company Petition filed under Section 391 to 394 of
the Companies Act, 1956, praying to the Scheme of
Amalagamation Annexure-A hereto, be sanctioned by this
Hon'ble Court so as to be binding on the petitioner company, its
shareholder, creditors and also on the Transferor Company No.1
and the Transferee Company and its shareholders and creditors
and etc;
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These Company Petitions coming on for Orders this day,
the Court made the following: -
ORDER
These petitions are heard and disposed of by this common order.
These petitions are filed seeking sanction of a scheme of amalgamation of Wipro Energy IT Services India Private Limited (hereinafter referred to as 'The Transferor Company No.1', for brevity) who is the petitioner in Co.P.291/2013 and Wipro Technology Services Limited (hereinafter referred to as 'The Transferor Company No.2', for brevity) who is the petitioner in Co.P.292/2013, with Wipro Limited (hereinafter referred to as 'the Transferee Company', for brevity).
2. The Transferor Company No.1 was incorporated on March 27, 1996 to carry on the business of dealing in Computer Software and Information Technology. Its registered office is situated at Sarjapur Road, Bangalore.
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3. The Transferor Company No.2 was incorporated in September 2004 and it is engaged in the business of Information Technology. Its registered office is also situated at Sarjapur Road, Bangalore.
4. The Transferee Company was incorporated in the year 1945 under the provisions of the Companies Act, 1913 in the name and style of "Western India Vegetable Products Limited" in the State of Maharashtra. It changed its name to "Wipro Products Limited" in the year 1977. The Transferee company subsequently changed its name to "Wipro Limited" with effect from the year 1984. It then shifted its registered office from the State of Maharashtra to the State of Karnataka in the year 1996. The Transferee Company is presently engaged in the business of providing Information Technology and information technology enabled services. The registered office of the Transferee Company is situated at Sarjapur Road, Bangalore.
5. The Board of Directors of the Transferor companies, approved and adopted the scheme of amalgamation at its meeting 5 held on 25.11.2013 and the Board of Directors of the Transferee Company have approved and adopted the scheme of amalgamation on 19.04.2013.
6. The Transferor Company No.1 has filed Company Application 2378/2013 and so also, the Transferor Company No.2 has filed Company Application No.2379/2013 for dispensation of the meetings of the shareholders, secured and unsecured creditors of the Transferor Companies, for approving the scheme of amalgamation. This Court by separate orders dated 10.12.2013, allowed the applications and dispensed with the meetings.
7. Both the Transferor Companies are wholly owned subsidiaries of the Transferee Company. The shareholding and other rights of the members of the Transferee Company will remain unaffected as no new shares are being issued by the Transferee Company under the scheme and there will be no change in the capital structure of the Transferee Company under the Scheme of amalgamation. Hence, the Transferee Company 6 has not filed separate petition for sanction of the scheme of amalgamation.
8. The present petitions were filed on 13.12.2013 and this Court had issued notice to the Regional Director and the Official Liquidator. The petitioner was also directed to take out notice of the petition in daily newspapers. Notices were duly published and copies of the same are furnished. This Court, by its order dated 17.01.2013 had appointed Chartered Accountants to verify the books and accounts of the Transferor Companies. The Official Liquidator has in turn filed reports based on the report filed by the Chartered Accountants. The companies had served copies of the petitions on the Commissioner of Income Tax as directed by the Registrar of Companies.
The Registrar of Companies has also filed an affidavit indicating that there is no objection to the scheme of amalgamation being sanctioned.
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In view of the above, there is no impediment for the petitions being allowed. Hence, the petitions are allowed and the scheme of amalgamation is hereby sanctioned. The petitioner Companies are deemed to be dissolved without an order of winding. The Transferor Companies and the Transferee Company shall file a copy of this order with the Registrar of Companies within 30 days from the date of this order.
Sd/-
JUDGE KS