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#12 $- HIGH COURT OF DELHI
CO.PET. 170/2011
IN THE MATTER OF
MIS. COWARE (INDIA) PRIVATE LTD. ..... Petitioner
Through Mr. Rajeev Kumar with Mr. B.S.
Shukia, Advocates for petitioner- company.
Mr. Atma Shah, Asst. ROC for RD (NR).
Mr. S.B. Gautam, Official Liquidator.
CO.PET. 170/2011
IN THE MATTER OF
MIS. COWARE (INDIA) PRIVATE LTD. ..... Petitioner
Through Mr. Rajeev Kumar with Mr. B.S.
Shukia, Advocates for petitioner- company.
Mr. Atma Shah, Asst. ROC for RD (NR).
Mr. S.B. Gautam, Official Liquidator.
CORAM:
HON'BLE MR. JUSTICE MANMOHAN
05.10.2011 This second motion petition has been filed under Sections 391 to 394 of the Companies Act, 1956 (for short 'Act') seeking sanction of the Scheme of Amalgamation (for short 'Scheme') of M/s. CoWare
India Private Limited (hereinafter referred to as 'Petitioner
Company/Transferor Company No. 1') and M/s. Ingot Systems
Private Limited (hereinafter referred to as 'Transferor Company NO. 2') with M/s. Synopsys (I) Private Limited (hereinafter referred to as
'Transferee Company').
The registered office of the Transferor Company No. 1 is situated at Delhi, within the jurisdiction of this Court. The registered
2011:DHC:9108 offices of the Transferor Company No. 2 and Transferee Company are situated at Pune and Bangalore respectively, outside the jurisdiction of this Court.
Details with regard to the date of incorporation of Transferor and Transferee Companies, their authorized, issued, subscribed and paid up capital have been given in the petition, Copies of the Memorandum and Articles of Association as well as the latest Audited Annual Accounts and Provisional Accounts of the Transferor and Transferee Companies have been placed on record.
Copies of the Resolutions passed by the Board of Directors of the Transferor and Transferee Companies approving the Scheme have also been placed on record.
It has been submitted that no proceeding under Sections 235 to
251 of the Act is pending against the Petitioner Company.
So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming into effect, the Transferee Company shall issue shares in the following manner: - i) "25 (twenty five) fully paid up equity shares of Rs. 10/- each of the Transferee Company shall be issued and allotted for every 2 (two) equity shares of Rs. 10/- each held in the
Transferor Company No. 1". ii) "2 (two) fully paid up equity shares of Rs. 10/- each of the Transferee Company shall be issued and allotted for every 1
(one) equity shares of Rs. 10/- held in the Transferor Company
No. 2".
The Petitioner Company had earlier filed CA (M) No. 65 of
2011 seeking directions of this Court for dispensation of meeting of the equity shareholders. Vide order dated 281h March, 2011 this Court allowed the Application and dispensed with the requirement of
1.4 convening the meeting of equity Shareholders. Petitioner Company has no secured and unsecured creditors.
The Transferor Company No. 1 has thereafter filed the present petition seeking sanction of the Scheme. Vide order dated
18th April, 2011, notice in the petition was directed to be issued to the Regional
Director, Northern Region and the Official Liquidator. Citations were
ILI also directed to be published in 'Indian Express' (English Edition) and
'Jansatta (Hindi Edition). Affidavit of Service and Publication has been filed by the Petitioner showing compliance regarding service of the petition on the Regional Director, Northern Region and the
Official Liquidator, and also regarding publication of citations in the aforesaid newspapers on 19111 July, 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the Affidavit of Service.
Pursuant to the notice issued, the official Liquidator sought information from the Petitioner Company. Based on the information received, the Official Liquidator has filed his report on 281h
September, 2011 wherein he has stated that he has not received any complaint against the proposed Scheme from any personlparty
1-4 interested in the Scheme in any manner and that the affairs of the
Petitioner Company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. The Official Liquidator has not raised any objection to the
Scheme.
In response to the notice issued in the petition, Mr. B.K. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit on 8th September, 2011. Relying on Clause 9.1 of the Scheme, he has stated that all the employees of the Transferor
Companies shall become the employees of the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme by this Court. Regional Director has not raised any objection to the Scheme.
Mr. Ayyapankav Ganesan Raghunath, Director of the Petitioner
Company, has filed an affidavit dated 1St October, 2011, confirming that neither the Petitioner Company nor its Counsel has received any objection pursuant to citations published in the newspapers.
Even today, during the course of hearing, Mr. Atma Shah, Northern Region and Mr. S.B. Gautam, Official Liquidator state that
4 they have no objection to the present Scheme being sanctioned.
In view of the approval accorded by the Shareholders of the
Petitioner Company, affidavit/report filed by the Regional Director, Northern Region and the Official Liquidator, attached with this Court to the proposed Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 391 and 394 of the Act. The
Petitioner Company will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the same. In terms of the provisions of Sections 391 and 394 of the Act, and in terms of the Scheme, the whole or part of the undertakings, the properties, rights and powers of the Petitioner Company be transferred to and vest in the Transferee Company without any further aci or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Petitioner Company, be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Company No.1 shall stand dissolved without winding up. It is, however, clarified that this order will not be construed asan order granting exemption from payment of stamp duty or taxes or any
4 other charges, if payable in accordance with any law; or permissionlcompliance with any other requirement which may be specifically required under any law.
Learned counsel for the Petitioner Company submits that the
High Court of Karnataka vide order dated 22' July, 2011 passed in
Company Petition No. 63 of 2011 has already sanctioned the Scheme filed by the Transferee Company. He further submits that Company
Petition No. 446 of 2011 filed by the Transferor Company No. 2 for sanctioning the Scheme is pending before the High Court of Bombay.
In view of the abovesaid, this order is subject to the sanction of the Scheme by the High Court of Bombay.
Learned Counsel for the Petitioner states that the Transferor
Company No. 1 would voluntarily deposit a sum of Rs. 50,0001- with the Common Pool fund of the Official Liquidator within three weeks from today. The said statement is accepted.
The Petition is allowed in the above terms.
-14
Order dasti.
OCTOBER 05, 2011 rn 11 ,-~ MANMOBAN
05.10.2011 This second motion petition has been filed under Sections 391 to 394 of the Companies Act, 1956 (for short 'Act') seeking sanction of the Scheme of Amalgamation (for short 'Scheme') of M/s. CoWare
India Private Limited (hereinafter referred to as 'Petitioner
Company/Transferor Company No. 1') and M/s. Ingot Systems
Private Limited (hereinafter referred to as 'Transferor Company NO. 2') with M/s. Synopsys (I) Private Limited (hereinafter referred to as
'Transferee Company').
The registered office of the Transferor Company No. 1 is situated at Delhi, within the jurisdiction of this Court. The registered
2011:DHC:9108 offices of the Transferor Company No. 2 and Transferee Company are situated at Pune and Bangalore respectively, outside the jurisdiction of this Court.
Details with regard to the date of incorporation of Transferor and Transferee Companies, their authorized, issued, subscribed and paid up capital have been given in the petition, Copies of the Memorandum and Articles of Association as well as the latest Audited Annual Accounts and Provisional Accounts of the Transferor and Transferee Companies have been placed on record.
Copies of the Resolutions passed by the Board of Directors of the Transferor and Transferee Companies approving the Scheme have also been placed on record.
It has been submitted that no proceeding under Sections 235 to
251 of the Act is pending against the Petitioner Company.
So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming into effect, the Transferee Company shall issue shares in the following manner: - i) "25 (twenty five) fully paid up equity shares of Rs. 10/- each of the Transferee Company shall be issued and allotted for every 2 (two) equity shares of Rs. 10/- each held in the
Transferor Company No. 1". ii) "2 (two) fully paid up equity shares of Rs. 10/- each of the Transferee Company shall be issued and allotted for every 1
(one) equity shares of Rs. 10/- held in the Transferor Company
No. 2".
The Petitioner Company had earlier filed CA (M) No. 65 of
2011 seeking directions of this Court for dispensation of meeting of the equity shareholders. Vide order dated 281h March, 2011 this Court allowed the Application and dispensed with the requirement of
1.4 convening the meeting of equity Shareholders. Petitioner Company has no secured and unsecured creditors.
The Transferor Company No. 1 has thereafter filed the present petition seeking sanction of the Scheme. Vide order dated
18th April, 2011, notice in the petition was directed to be issued to the Regional
Director, Northern Region and the Official Liquidator. Citations were
ILI also directed to be published in 'Indian Express' (English Edition) and
'Jansatta (Hindi Edition). Affidavit of Service and Publication has been filed by the Petitioner showing compliance regarding service of the petition on the Regional Director, Northern Region and the
Official Liquidator, and also regarding publication of citations in the aforesaid newspapers on 19111 July, 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the Affidavit of Service.
Pursuant to the notice issued, the official Liquidator sought information from the Petitioner Company. Based on the information received, the Official Liquidator has filed his report on 281h
September, 2011 wherein he has stated that he has not received any complaint against the proposed Scheme from any personlparty
1-4 interested in the Scheme in any manner and that the affairs of the
Petitioner Company do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest. The Official Liquidator has not raised any objection to the
Scheme.
In response to the notice issued in the petition, Mr. B.K. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit on 8th September, 2011. Relying on Clause 9.1 of the Scheme, he has stated that all the employees of the Transferor
Companies shall become the employees of the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme by this Court. Regional Director has not raised any objection to the Scheme.
Mr. Ayyapankav Ganesan Raghunath, Director of the Petitioner
Company, has filed an affidavit dated 1St October, 2011, confirming that neither the Petitioner Company nor its Counsel has received any objection pursuant to citations published in the newspapers.
Even today, during the course of hearing, Mr. Atma Shah, Northern Region and Mr. S.B. Gautam, Official Liquidator state that
4 they have no objection to the present Scheme being sanctioned.
In view of the approval accorded by the Shareholders of the
Petitioner Company, affidavit/report filed by the Regional Director, Northern Region and the Official Liquidator, attached with this Court to the proposed Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 391 and 394 of the Act. The
Petitioner Company will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the same. In terms of the provisions of Sections 391 and 394 of the Act, and in terms of the Scheme, the whole or part of the undertakings, the properties, rights and powers of the Petitioner Company be transferred to and vest in the Transferee Company without any further aci or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Petitioner Company, be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Company No.1 shall stand dissolved without winding up. It is, however, clarified that this order will not be construed asan order granting exemption from payment of stamp duty or taxes or any
4 other charges, if payable in accordance with any law; or permissionlcompliance with any other requirement which may be specifically required under any law.
Learned counsel for the Petitioner Company submits that the
High Court of Karnataka vide order dated 22' July, 2011 passed in
Company Petition No. 63 of 2011 has already sanctioned the Scheme filed by the Transferee Company. He further submits that Company
Petition No. 446 of 2011 filed by the Transferor Company No. 2 for sanctioning the Scheme is pending before the High Court of Bombay.
In view of the abovesaid, this order is subject to the sanction of the Scheme by the High Court of Bombay.
Learned Counsel for the Petitioner states that the Transferor
Company No. 1 would voluntarily deposit a sum of Rs. 50,0001- with the Common Pool fund of the Official Liquidator within three weeks from today. The said statement is accepted.
The Petition is allowed in the above terms.
-14
Order dasti.
OCTOBER 05, 2011 rn 11 ,-~ MANMOBAN
JUDGMENT