At, High Court of Karnataka
By, THE HONOURABLE MR. JUSTICE RAGHVENDRA S. CHAUHAN
For the Petitioner: Saji P, John, Advocates. For the Respondent: S. Sumathi, Central Govt. Counsel for Registrar of Companies, K.S. Mahadevan, Advocate.
(Prayer: This COP is filed under Section 391 to 394 of the Companies Act, 1956, praying to the scheme of Amalgamation at Annexure - A hereto, be sanctioned by this Hon'ble Court so as to be binding on the Petitioner Company and Transferor Company and its shareholders and creditors and etc.,)
1. Both these company petitions are being disposed of by this common order, as in both these petitions the transferor and transferee companies have sought approval for amalgamation of the two companies.
2. Company Petition No.111/2016 is filed by the AXISCADES ENGINEERING TECHNOLOGIES LIMITED (Transferee Company) and India Aviation Training Institute Private Limited is the petitioner / transferor Company in COP No.82/2016 seeking this Court's sanction of the scheme of amalgamation between the Transfer or Company and Amazon Seller Services Private Limited (Transferee Company) so as to be binding on all its shareholders and creditors. The Scheme of Amalgamation is at Annexure A to each Petition.
3. Heard the learned counsel for the Petitioners in both Petitions Heard also the arguments of the learned counsel representing the Official Liquidator and the learned counsel representing the Registrar of Companies, Karnataka.
4. The Transferor Company was incorporated on August 20, 2007 under the Companies Act, 1956 to carry on the business of dealing in aeronautical and Civil Aviation business etc. amongst others as enumerated in the Memorandum and Articles of Association - Annexure - D.
5. The Transferee Company was incorporated on August 24, 1990 to carry on the business of dealing in electronic and electrical items, Telecommunications, Computer, Computer Hardware and. Software etc. amongst others as enumerated in the Memorandum and Articles of Association at Annexure "B".
6. Presently the Transferee Company and Transferor Company have evolved a Scheme of Amalgamation, as per Annexure -- A. The Board of Directors of Transferor and Transferee Company at their respective meeting held on August 14, 2015 have approved and adopted the Scheme of amalgamation. The extract of the Board resolution is produced with the respective petitions.
7. The Transferee Company has filed Company Application No.108 of 2016 before this Court to convene the meeting of the Shareholders and Unsecured Creditors for Approving the Scheme of Amalgamation. This Court, by order dated 18 March, 2016 allowed the Company Application and directed the Transferee to convene the meeting of the Shareholders and Unsecured Creditors of the Transferee Company on, Monday, 25th day of April 2016 at 10:00 A.M. and 2.30 PM respectively. The notice of the meetings published in the "The Hindu" and "Udayavani" both dated 31.3.2016. On 25.4.2016 the meeting of the Equity Shareholders and Unsecured Creditors of the Transferee Company was duly convened in accordance with the Order of this Court. The outcome of the meetings were reported to this Court vide the separate Chairman Reports both dated 28.4.2016. The resolution approving the Scheme of Amalgamation of India Aviation Training Institute Private Limited With AXISCADES Engineering Technologies Limited was approved in the respective meetings by requisite majority.
8. Since Shareholders and Creditors of the Transferor Company have indicated their consent in writing, Petitioner Company was before this Court in C.A No.109 of 2016 seeking dispensation of meetings of its shareholders and creditors for approving the Scheme of Amalgamation. This court vide its Order dated 18.03.2016 had allowed the application and had dispensed with the convening, of meetings of shareholders and creditors.
9. This Court vide order dated 18.4.2016 in COP 82/2016 issued notice to Regional Director and Official Liquidator and also directed the Transferor to take out advertisement of this petition by paper publication in "The Hindu" and "Udayavani" newspapers on or before 2.5.2016 fixing the date of hearing as 3.6.2016. Accordingly, Transferor have got published the notice in newspapers on 30.4.2016 and same has been furnished along with a memo dated 3.6.2016
10. This Court by order dated June 10, 2016 in COP 111/2016 issued notice to the Regional Director and also directed the transferee to take out advertisement of this petition by paper publication in "The Hindu" and "Udayavani" news papers on or before 24.06.2016 fixing the date of hearing as 15.07.2016. Accordingly, Transferee have got published the notice in newspapers on June 22, 2016 and copies of these advertisements have been placed on record vide memo dated 28.06.2016.
11. On a prayer made by the Official liquidator, chartered accountants M/s G V Sundar and Co., Chartered Accountants were appointed to scrutinize the books of account and records of the Transferor Company by order dated 28.7.2016. Pursuant to the same, the Official Liquidator has also filed a report in OLR No. 120/2016 stating that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the interests of shareholders or creditors or public at large. Registrar of Companies has filed an affidavit on behalf of Regional Director and has made certain observations and the Transferee Company has filed reply affidavit clarifying the observations.
12. Notice of advertisement having been taken out by the petitioner, no person interested in the affairs of the company has approached this Court opposing approval of the Scheme of Amalgamation. Further perusal of the scheme would indicate that the board of directors of the transferor Company has taken into consideration mutual benefits of all aspects of the matter which would be beneficial to the Transferee Company as well as the interest of the Transferor Company. Hence, the prayers made in these Petitions deserve to be allowed.
13. According to the learned counsel for the parties all the provisions h
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ave been complied with and therefore, this Court approves the proposed amalgamation, the Transferor Company snail merge with the Transferee Company. 14. Hence the following:- ORDER i. Company Petitions No.82/2016 and Company Petition No. 111/2016 are allowed. ii. The Scheme of Amalgamation at Annexure-A is hereby sanctioned. iii. The Transferor Company and the Transferee Company shall serve a copy of this order on the Registrar of Companies in the State of Karnataka within 30 days from the date of receipt of copy of this order. iv. The Transferor Company is dissolved without being wound up.