Karnataka High Court
Nsl Sugars Limited vs Nil on 19 April, 2012
Author: A.S.Bopanna
Bench: A.S.Bopanna
GALORE
IN THE HIGH COURT OF KARNATAKA AT BAN
DATED THIS THE 19TH DAY OF APRIL 2012
BEFORE
A
THE HON'BLE MR. JUSTICE AS. BOPANN
COMPANY PETITION NO.3/2012
Between:
NSL Sugars Limited
Registered 0111cc at 60/1
2T Cross, Residency Road
Petitioner
Banga1ore560 025.
...
(By Sri Saji P John. Mv, for M/s. SRI Legal)
And,:
Nil Respondent
(By Sri C Ramakrishna, CCC. for ROC,)
of the
This petition is filed ii nder Section 39 1 to 394
Scheme of
Companies Act, 1956. praying to sartetiori the
it 1 i 5' i Ii du Ld ni h \1
Nrnaleaimu ion of mt Ma
1
a.nd creditors.
Sugars Li d., and their respective shareh.oiders
the Transferor
AnnexureA hereto, so as to he binding on
their respective
Company. the Petitioner Company and
1iarehoicIers and creditors.
the Court
This petition coming on for orders. this day,
made the ibllowirig:
I
ORDER
The petitioner herein is the Transferee company which Is before this Court seeking approval of the Scheme of Amalgamation as at Annexure-A to the petition.
2. The Transferor company whose registered office is situate within the jurisdiction of the High Court of Bombay and the Transferee Company herein have evolved the Scheme. The Scheme was considered by Board of Directors on 18.07.2011. Thereafter since the same was to be considered by the Shareholders, secured and unsecured creditors, the petitioner was before this Court In C.A.No. 1478/2011 seeking dispensation of the meeting which was granted by this Court. Subsequent thereto, the instant petition has been filed.
3. Heard the learned counsel appearing for the parties and perused the petition papers.
4. On ffling of the Instant petition, notice was directed to the Regional Director and also the petition was directed to be advertised in the newspaper. In addition, personal notices were also Issued to the Trade creditors.
'I St I ies Die affida ft has been ified by the Registrar ot C'oiiipan on behalt of the Regional l)lrec't or i alsing thc tollowing obsen atlon% I As can lx 'un ft AU %chcmq tin tin Accounting Ireatment pn.sciibecl in daa'.. C is ii t in avc.oidanc.c itli Aceountuig standard 1 1 in tilt v'n' of I ransleror compa fl3 with ii tuisferee amalgamation of company and stands dbsoivcd ithom bruit s oimd alp.
ld then the Pooling of Interest Method of Accounting shou be Ibilowed and the chflèrence. II any lxtwcen tlic ialue of assets and the value of liabilities should be adJu%ted to Caplt al Reserve .jc prescribed In At counting the ntr as %tated In Standard 14 and nut to the tentril Re.c clause 6.4 the scheme. Hence the transleree/pctilioner company is required to file an affidaiit ol tmdeitakmg of compliance of AS 14 w cordinglv befort Un HonbIc Court
2. In tt-rms of .oinpllanrc state-ri in pira 3.S ni the set eme Ito T.ranslt ire compain has Li tile Form S to i icrease it' authnn,ccl t sh a rc i ipiial it .1w exunt teqa ti It oiler o 1st 40' Uii t N o 1 I°c i lit', tar, , I 10' C uiirili.us Nor C )ticfllOi Reat 'ithit I Ti ir"( lii IflJ\ifl 111 •ti . .l'.IaJLtr 1 ih 't 51, jtt1 )ltaf 1' 'ii tT.lhi% frIQ ' ).''.%.j t)f tltti°t ;) 2 o' tilt t flt Ilk etiti 'at Sat' i' i f 1 rtc .rstt t 4. .q i rd '. i iy It tb ' cad' I'. t .1. Ii •1 1 'i 3
3. SInce tilts registered office 01 tilt' tr'..uistëror t'ompanv Is situated In the State '4 Nlaharashira. the of sanction of this %chenie is %Lll)jec I to ilw %aneti()n c'lieine by I ion'hle High Court of Boinha it Mumbai also I Ii is subnilutd bc Ion. hits I 'onbie C oun tira Ilit' Company Law 'ol'uiola% shall Ix dealt with in ie accordance wit Ii pro"isions of tilts Coinpaui Act
5. A perusal of the same would Indicate that insofar as the content' of the Scheme. then. is no objection for U idirat ed is that approval of the same But. what has bea 1 considenng the manner 01 allotment of shares. the Capital Reserve has to be increased. Further the nonc'ompli'uire 1 the 'ipproprlatt accounting standard is also relci red to in that rcgard. ihe petitioner company has filed an lIida it u iderta king that the arnc would lx c 'mnhcd In € the present case sinec th pc titiorn i is the I ransfc"rec.
ton'pany iii am event all t"'nplianr' s F. an rrquiied
10 N complied In, well' Ihtcf.r' 'lit
n aw would ii • t
iifi'iaii t')fl1 (4' F,tli Ii °I ib " minuet
a 'ire' u tic s. ctpt' Ii' addluor' ,
1
d pj'r' l "1 tile
I bjcai te Sit lit ic.n'
cl''t. 'iId
7)) 1 1 1 I '' I
rransferor company 1111% filed t lie petition seck li ig a pprn al of the Sd ieme.
6. 1 Lt in noticed the abo c. the liii thc r ixi usal of niiti a Is i hich the Scheme would also uichc ate that all had been entered Into by the Transferor company ivould be honoured by the Transferee ('om)asiy and the interest of the employees of the Transferor company would also be protected b3 the Transferee company. In that view, since there is nothing prejudicial or contrary to law. the Sche me as put forth by the petitioner needs to be appro ed, however subject to the compliance of the requirements of law as indicated abovc including tht approi al cii Llic. S hemf b3 the High Court 1 &inba, In tht r ,tdt the peril ir i, J1c,w d "I ' 1 'r'e Air 'cit it tapettlN aprocc iit C. lu C nditic rientiondat Ihe crc i i si-I
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