Karnataka High Court
Valtech India Systems Private Limited vs Nil on 16 November, 2012
Author: L.Narayana Swamy
Bench: L. Narayana Swamy
1
IN THE HIGH COURT OF KARNATAKA AT BANGALORE
DATED THIS THE 16TH DAY OF NOVEMBER 2012
BEFORE
THE HON'BLE MR. JUSTICE L. NARAYANA SWAMY
COMPANY PETITION NO.91 OF 2012
a/w COMPANY PETITION NO.92 OF 2012
Company Petition No.91 of 2012
Between:
Valtech India Systems Private Limited
Regd Office: No.14, Commissariat Road
Bangalore - 560 025
Karnataka, India
...Petitioner
(by Shri A. Murali and Sri Perikal K. Arjun
for M/s. J Sagar Associates, Advocates)
And:
Nil
...Respondent
(by Shri Omkaresha, Advocate for ROC)
This company petition is filed under Sections 391 to 394
read with Sections 78, 100 to 104 of the Companies Act, 1956
praying sanction the scheme of amalgamation Annexure-A so as
to be binding on the petitioner company, its shareholders and
creditors, etc.
Company Petition No.92 of 2012
Between:
Valtech (India) Software Services Private Limited
2
Regd Office: 30/A, 1st Main, III Phase
J.P. Nagar Industrial Suburb
Bangalore - 560 078
Karnataka, India
...Petitioner
(by Shri A. Murali and Sri Perikal K. Arjun
for M/s. J Sagar Associates, Advocates)
And:
Nil
...Respondent
(by Shri K.S. Mahadevan and Sri Jayaram, Advocates for OL;
Shri Omkaresha, Advocate for ROC)
This company petition is filed under Sections 391 to 394
read with Sections 78, 100 to 104 of the Companies Act, 1956
praying sanction the scheme of amalgamation Annexure-A so as
to be binding on the petitioner company, its shareholders and
creditors, etc.
These Company petitions coming on for orders, this day,
the Court made the following:
ORDER
These Company Petitions are filed by the Petitioner- Companies under Sections 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956 seeking permission to sanction the Scheme of amalgamation of Transferor Company with the Transferee Company. The scheme of amalgamation is produced as Annexure-A to the petitions. The Petitioner- Company in Company Petition No.92 of 2012 i.e. M/s. Valtech 3 (India) Software Services Private Limited (hereinafter referred to as the "transferor company") is proposed to be amalgamated with the petitioner company in Company Petition No.91 of 2012 i.e. M/s. Valtech India Systems Private Limited (hereinafter referred to as "transferee company").
2. The Transferor Company was incorporated on 21st October 2005 under the provisions of Companies Act, 1956 in the State of Karnataka under the name and style of "Valtech (India) Software Services Private Limited". The Registered Office of the Petitioner-company is situate at No.30/A, 1st Main, III Phase, J.P.Nagar Industrial Suburb, Bangalore - 560 078, Karnataka India. The authorised share capital of the petitioner Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. Issued, Subscribed and Paid-up share Capital of the petitioner-company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each fully paid up. The main objects of the petitioner-company, as set out in its Memorandum of Articles of Association, which is produced as Annexure-B to the petition is, to design, develop, market, import, export and support 4 software, to install hardware and software and to provide services thereon, such as programming systems, design, analysis, documentation, data processing, services ERP solutions, data preparation, planning, computerization service, project planning, scheduling, production, technology software, whether such services be on closed or open shop basis, block time or shared time basis, self service or operator assisted basis or on a turnkey contract basis or otherwise and to act as factors, assemblers, designers, agents, in various products used by any industry, business or profession, to develop and provide software solutions in the field of digital communications and telecom administrations through internet enabled systems and devices; and morefully described in Memorandum of Articles of Association. The latest audited Balance Sheet of the Transferor Company, as on 31st March 2011, is produced at Annexure-C to the petition.
3. The Transferee Company i.e. M/s. Valtech India Systems Private Limited, was incorporated on 13th January 2000 under the name and style "Majoris Systems Private Limited" in 5 the State of Karnataka under Companies Act, 1956. Subsequently, the name of the transferee company was changed to "Valtech India Systems Private Limited" The registered office of the transferee Company is situate at No.14, Commissariat Road, Bangalore-25. The latest Balance Sheet of the Transferee-company is produced at Annexure-F to the petition. The transferee Company is engaged in the business of developing, improving, designing, marketing, selling and licensing software programs and products of all kinds and morefully described in the Memorandum of Articles of Association of the transferee company is produced at Annexure- E to the petition.
4. The Board of Directors of the transferor and transferee companies have approved and adopted the scheme of amalgamation, at its meeting held on 28th February 2012 and the same is produced to the petition as Annexure-D.
5. This Court, vide order dated 20th April 2012 passed in Company Application No.583 of 2012, dispensed with the holding 6 of meetings of equity shareholders and the creditors of the Petitioner Company.
6. Thereafter, the present petitions have been filed. This Court, vide order dated 18th April 2012 issued notice to the Regional Director and permitted the Petitioner to take out advertisement in English Daily "The Hindu" and Kannada Daily "Vijaya Karnataka" on or before 12th June 2012 indicating the date of hearing as 28th June 2012. Accordingly, the Petitioner has furnished the copy of advertisement taken out in "The Hindu" and "Vijaya Karnataka" dailies along with memo dated 11th June 2012.
7. Pursuant to the notice issued, the Registrar of Companies has filed objections dated 19th October 2012. The same is filed in the Court today. In the affidavit, the following observation has been made.
"It is seen from Part-C of the scheme that certain assets being transferred are being adjusted against the Securities Premium Account which attracts the provisions of Section 78 of the Companies Act, 1956, which is a part of the scheme at para 8.4"7
8. The Official Liquidator has filed OLR No.395 of 2012 dated 6th November 2012 stating that the Transferor company can be dissolved by this Court.
9. Pursuant to the advertisement of the petitioner, no shareholders, creditors and employees of the Transferee company have appeared and objected the proposed Scheme of Amalgamation. Accordingly, as per Scheme of Amalgamation Annexure-A, the transferor company is permitted to be amalgamated with the transferee company. Further, the transferor company M/s. Valtech (India) Software Services Private Limited, is ordered to be dissolved.
9. Hence the following:
ORDER i. The Company Petitions are allowed.
ii. The Scheme of Arrangement produced at
Annexure-A to the petitions are hereby
sanctioned and the same shall be binding on the shareholders and creditors of the Transferor Company and also the Transferee Company.8
iii. The Petitioner Company shall file copy of this order with the Registrar of Companies, Karnataka within thirty days from the date of receipt of copy of this order.
Sd/-
JUDGE lnn