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In Re: Rishabh Software Private Limited


Company & Directors' Information:- R S SOFTWARE (INDIA) LTD. [Active] CIN = L72200WB1987PLC043375

Company & Directors' Information:- C K SOFTWARE PRIVATE LIMITED [Active] CIN = U72501DL2000PTC106184

Company & Directors' Information:- RISHABH SOFTWARE PRIVATE LIMITED [Active] CIN = U72200GJ1997PTC031450

Company & Directors' Information:- K K SOFTWARE PRIVATE LIMITED [Active] CIN = U72900DL2009PTC193030

Company & Directors' Information:- RISHABH AND CO PVT LTD [Active] CIN = U00000DL1997PTC087958

Company & Directors' Information:- A K C SOFTWARE PRIVATE LIMITED [Active] CIN = U72200DL2004PTC128462

Company & Directors' Information:- P AND P SOFTWARE PRIVATE LIMITED [Active] CIN = U74899DL1994PTC057212

Company & Directors' Information:- SOFTWARE INDIA PRIVATE LIMITED [Active] CIN = U72200GJ1995PTC025791

Company & Directors' Information:- N. D. SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200TG1998PTC029778

Company & Directors' Information:- T AND H SOFTWARE PRIVATE LIMITED [Active] CIN = U72200UP2000PTC025638

Company & Directors' Information:- M S SOFTWARE PRIVATE LIMITED [Active] CIN = U72200DL2005PTC133997

Company & Directors' Information:- G A S SOFTWARE PRIVATE LIMITED [Active] CIN = U72200DL2004PTC127546

Company & Directors' Information:- B B SOFTWARE LTD [Strike Off] CIN = L30009WB1995PLC072361

Company & Directors' Information:- H K SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200WB2001PTC093967

Company & Directors' Information:- J SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200TZ2000PTC009229

Company & Directors' Information:- K S M SOFTWARE PRIVATE LIMITED [Active] CIN = U72200DL2004PTC128463

Company & Directors' Information:- R B SOFTWARE PRIVATE LIMITED [Active] CIN = U72200DL2005PTC140322

Company & Directors' Information:- SOFTWARE INDIA PRIVATE LIMITED [Active] CIN = U72200RJ1995PTC010577

Company & Directors' Information:- R J SOFTWARE PRIVATE LIMITED [Active] CIN = U72200DL2005PTC133815

Company & Directors' Information:- H J SOFTWARE PRIVATE LIMITED [Active] CIN = U72200TG2007PTC056351

Company & Directors' Information:- I & I SOFTWARE INDIA PRIVATE LIMITED [Strike Off] CIN = U72200TN2005PTC056262

Company & Directors' Information:- D F SOFTWARE INDIA PRIVATE LIMITED [Strike Off] CIN = U72200TZ2003PTC010629

Company & Directors' Information:- E. C. SOFTWARE INDIA PRIVATE LIMITED [Active] CIN = U72900TN2007PTC063486

Company & Directors' Information:- Q 3 INDIA SOFTWARE PRIVATE LIMITED [Active] CIN = U72900TN2007PTC065786

Company & Directors' Information:- K Y SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200DL2005PTC136072

Company & Directors' Information:- T M I SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200KA2005PTC036299

Company & Directors' Information:- B C L SOFTWARE (INDIA) PRIVATE LIMITED [Strike Off] CIN = U30007MH1999PTC117922

Company & Directors' Information:- C C M SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200TG2000PTC034002

Company & Directors' Information:- M I S SOFTWARE PRIVATE LIMITED [Active] CIN = U72200TN2008PTC068694

Company & Directors' Information:- A. T. SOFTWARE PRIVATE LIMITED [Active] CIN = U72200TG1996PTC023841

Company & Directors' Information:- J A K SOFTWARE PVT LTD [Active] CIN = U72200DL2001PTC111929

Company & Directors' Information:- R R SOFTWARE PVT LTD [Under Process of Striking Off] CIN = U72200KL1991PTC006051

Company & Directors' Information:- A M H SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200DL2005PTC132410

Company & Directors' Information:- P D A SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72900DL2003PTC123465

Company & Directors' Information:- K C SOFTWARE PRIVATE LIMITED [Active] CIN = U74899DL1989PTC036923

Company & Directors' Information:- I SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72300MH2012PTC225903

Company & Directors' Information:- V M SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72900PN2010PTC136847

Company & Directors' Information:- H M SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200HP2011PTC031756

Company & Directors' Information:- S N R SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72900DL2012PTC243073

Company & Directors' Information:- K A V SOFTWARE PRIVATE LIMITED [Active] CIN = U72200DL2005PTC144121

Company & Directors' Information:- C M S SOFTWARE PRIVATE LIMITED [Active] CIN = U74899DL2005PTC142352

Company & Directors' Information:- S M I T SOFTWARE COMPANY PRIVATE LIMITED [Strike Off] CIN = U74899DL2006PTC144816

Company & Directors' Information:- A D SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200KA2002PTC030722

Company & Directors' Information:- H. A. N. R. E. J SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200TG2008PTC062044

    Company Petition Nos. 336 of 2015, 337 of 2015, 338 of 2015 in Company Application Nos. 252 of 2015, 253 of 2015, 254 of 2015

    Decided On, 18 February 2016

    At, High Court of Gujarat At Ahmedabad

    By, THE HONOURABLE MRS. JUSTICE ABHILASHA KUMARI

    For the Appellant: Bharat T. Rao, Advocate. For the Respondent: Kshitij Amin, Central Government Standing Counsel for Devang Vyas, Advocate.



Judgment Text

1. The present petitions are filed under the provision of Sections 391 to 394 of The Companies Act, 1956, seeking the sanction of this Court to the Scheme of Amalgamation of Rishi Infotech Private Limited (1st Transferor Company) and Advance Fluid Controls Private Limited (2nd Transferor Company) with Rishabh Software Private Limited (Transferee Company).

2. Mr. Bharat T Rao, learned advocate for the petitioners, has submitted that Rishabh Software Private Limited, the Transferee Company in the Scheme of Arrangement in nature of Amalgamation, had earlier filed Company Application No. 252 of 2015, seeking an order of dispensation of the meeting of the Equity Shareholders, in view of the written consent given by them to the proposed Scheme of Amalgamation. The Court noted that the applicant, being the Transferee Company, the meeting of the creditors was not required to be held. By an order dated 13.08.2015, this Court was pleased to allow the said application and ordered dispensation of the meetings of the Equity Share Holders.

3. The petitioner of Company Petition No. 338 of 2015 i.e. Rishi Infotech Private Limited, had filed Company Application No. 254 of 2015, for requisite directions for dispensing with the convening and holding of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the petitioner Company. This Court, by its order dated 13.08.2015, passed in Company Application No. 254 of 2015, had dispensed with the requirement of holding the meeting of the Equity Shareholders, in view of the written consent of all the Equity Shareholders and the majority of the Secured, as well as the Unsecured Creditors of the Company.

4. The petitioner of Company Petition No. 337 of 2015 i.e. Advance Fluid Controls Private Limited, had filed Company Application No. 253 of 2015, for seeking directions for dispensing with the convening and holding of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the petitioner Company. This Court, by its order dated 13.08.2015, passed in Company Application No. 253 of 2015 had dispensed with the requirement of holding the meeting of the Equity Shareholders, in view of the written consent of all the Equity Shareholders and the majority of the Secured, as well as the Unsecured Creditors of the Company.

5. The petitioners, thereafter, filed Company Petition No. 336 of 2015 to Company Petition No. 338 of 2015 respectively, seeking the sanction of the Scheme of Amalgamation. By a separate order dated 01.10.2015, this Court admitted all the petitions and directed the issuance of notice to the regional Director and the Official Liquidator. This Court further directed the Publication of the common notice of the hearing of the petitions in the local daily newspapers, both English and Vernacular editions.

6. Pursuant to the order dated 01.10.2015, the petitioner Companies have published the notice of the hearing of the petitions in the Gujarati daily newspaper "Sandesh" in the Ahmedabad edition and the English daily newspaper "Indian Express", in the Vadodara edition. On 15.10.2015, the authorized Director of the petitioner Companies has filed separate affidavits dated 05.01.2016, confirming the publication of the notice of the hearing of the petitions.

7. In response to the notice issued by the Court, the Regional Director has filed a common affidavit in reply dated 16.12.2015, making three observations. The first observation is with regard to Clause No. 10.1 of The Scheme of Amalgamation, to the effect that the Company will observe with the Accounting Standard-14 as prescribed by the Institute of Chartered Accountants of India as well as any reserve which arises on account of amalgamation shall be credited to the amalgamation reserve.

The second observation made by the Regional Director is that the Transferee Company has not convened the meeting of the preference shareholders of the Transferee Company and the petitioner Transferee Company has not provided an order directing dispensing with the meeting of the preference shareholders.

It was submitted by the Director on behalf of the Company, in the affidavit-in-rejoinder that the preference shareholders have already given their consent. However, through oversight, the Directors of the Company could not intimate the Chartered Accountant about the same. It is further submitted by the Director of the Company that they are the preference shareholders of the Transferee Company and their status is not being affected. Further, by filing the said affidavit the Director of the Transferee Company has tendered an unconditional apology for the oversight and placed on record the N.O.C of all the preference shareholders and prayed that, not much difference would be made, the Scheme may be sanctioned.

The third observation made by the Regional Director is with regard to the Income-tax Department. WITHOUT PREJUDICE to rights and contentions, petitioner Company submits that Transferee Company would undertake the compliance with the Income-tax Act and Rules framed thereunder, though no adverse remarks are received from the Income-tax Department.

8. The Official Liquidator has carried out the inspection of the Books of the Transferor Companies and submitted separate reports on 20.01.2016. The reports confirm that the affairs of the Transferor Companies are not conducted in a manner prejudicial to the interest of their members or the public at large. The Official Liquidator has recommended, by his report, for a direction to the Company to preserve their books of account, papers and records and not to dispose of the records without the prior permission of Central Government under Section 396 A of the Companies Act, 1956.

9. Having heard Mr. Bharat T Rao, learned advocate for the petitioner Companies and Mr. Kshitij Amin, learned Central Government Standing Counsel for Mr. Devang Vyas, learned Assistant Solicitor General of India for the Regional Director and upon perusal of the reports of the Official Liquidator and the Regional Director and after considering the Scheme of Amalgamation, together with the relevant documents on record, this Court finds it appropriate to grant sanction to the present Scheme of Amalgamation.

10. In view of the above, the Scheme of Amalgamation is sanctioned. It is, however, directed that the petitioners shall preserve their books of Accounts, papers and records and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956. The petitioner shall further ensure statutory compliance of all applicable laws. On the sanctioning of the Scheme of Amalgamation, the Petitioner Companies shall not be absolved of any of their statutory liabilities.

11. The petitioner Companies shall lodge a copy of this order, the schedule of immovable assets of the petitioner-companies as on the date of this order and the Scheme, duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamp Duty, if any, on the same within sixty (60) days from the date of the order.

12. The petitioner Companies are directed to file a copy of this order, along with a copy of the Scheme, with the concerned Registrar of Companies, electroni

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cally, along with requisite form, in addition to a physical copy, as per relevant provisions of the Act. 13. Filing and issuance of drawn up order is hereby dispensed with and all the authorities are to act on a copy of this order, along with the Scheme, duly authenticated by the Registrar, High Court of Gujarat. The Registrar, High Court of Gujarat shall issue the authenticated copy of this order along with the Scheme, as expeditiously as possible. 14. The costs of these petitions are determined at Rs. 7,500/- each, payable to Mr. Devang Vyas, Assistant Solicitor General of India, appearing for the Central Government and the Official Liquidator. Only the Transferor Companies shall pay the costs to the Official Liquidator. 15. The present petitions are disposed of, accordingly.
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