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TMI Blog2010 (1) TMI 577X X X X Extracts X X X X X X X X Extracts X X X X ..... chalapathy Naidu for the Appearing Parties. ORDER 1. In all these petitions, petitioners seek sanction of the same composite scheme of arrangement. Hence, with the consent of the learned counsel, petitions are clubbed together, finally heard and are disposed of by this common order. 2. The petitioner in Company Petition No. 156/2009 is M/s. Dynasty Developers Private Limited (for short "Transferee Company"), a Company incorporated on 30-7-1976 under the Companies Act, 1956 (for short Act ) with the Registrar of Companies in Karnataka in the name and style of "Virwani Builders Private Limited" and changed to the present name with effect from 20-3-2002, having its registered office at the address shown in the cause-title. The main objects of the transferee-company is to acquire land, building and other immovable properties amongst other objects as set out in the Memorandum and Articles of Association Annexure-"A". The authorised, issued, subscribed and paid-up share capital of the Transferee Company are as disclosed in Paragraph 4 of the petition. The Balance-sheet made up to 31-3-2008 Annexure-"B" of the Transferee Company, duly certified by Auditors discloses it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Housing Finance Limited and to file the same at the time of filing Co. P. No. 156/2009. The Transferee Company, by memo dated 14-10-2009 enclosed a letter dated 30-9-2009 of M/s. L.I.C. Housing Finance Limited extending written consent for the proposed merger/demerger. Hence, the petition for sanction of the composite scheme of arrangement Annexure- "Y". 4. The petitioner in Company Petition No. 38/2009 is the Demerged Company No. 1 incorporated on 12-9-2008 under the Act having its registered office at the address shown in the cause-title, with the main objects to carry on business of acquiring office premises in Star Office Complex in Bangalore, hold rights and properties in other office and residential buildings, amongst other objects, as set out in the Memoran- dum and Articles of Association Annexure-I. The particulars of the authorised, issued, subscribed and paid-up share capital are more particu- larly set out in Paragraph 4 of the petition. The unaudited Balance-sheet made up to 31-10-2008 Annexure-II, discloses the assets and liabilities of the Demerged Company No. 1. The Board of Directors of the Demerged Company No. 1, in its meeting held on 10-11-2008, approved and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... I, discloses its assets and liabilities. The Board of Directors of the Demerged Company No. 3, in the meeting held on 10-11-2008 approved and adopted the composite scheme of arrangement whereunder the non-rented commercial business of the Transferee Company is proposed to be demerged and merged with the Demerged Company No. 3. The Demerged Company No. 3 filed C.A. No. 47/2009 whence this Court, by order dated 23-1-2009 dispensed with the convening and holding of the meetings of the shareholders since there were no creditors both secured and unsecured. 7. Petitioner in Company Petition No. 33/2009 - The Transferor Company No. 1 incorporated on 5-11-1985 under the Act with the Registrar of Companies in Karnataka in the name and style of "Mayfair Growth Fund Limited", was changed to the present name with effect from 26-8-2006 having its registered office at the address shown in the cause-title, with the main objects to purchase, let on hire or resale amongst other objects as set out in the Memorandum and Articles of Association Annexure-I. The authorised, issued, subscribed and paid-up share capital of the Transferor Company No. 1 is more fully mentioned in Paragraph 4 of the peti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pital of the Transferor Company No. 1 is more particularly mentioned in Paragraph 4 of the petition. The audited Balance-sheet Annexure-II made up to 31-3-2008 discloses its assets and liabilities. The Board of Directors of the Transferor Company No. 3, in the meeting held on 10-11-2008 approved and adopted the composite scheme of arrangement whereunder it is proposed to be merged with the Transferee Company. The Transferor Company No. 3 filed C.A. No. 42/2009 whence this Court by order dated 23-1-2009 dispensed with the meeting of its shareholders and unsecured creditors. 10. Petitioner in Co. P. No. 36/2009 - The Transferor Company No. 4 was incorporated on 6-4-1995 under the Act, with the Registrar of Companies in Karnataka having its registered office at the address shown in the cause-title, with the main objects to carry on business of acquisition of land, building and other immovable properties, amongst other objects set out in the Memorandum and Articles of Association Annexure-I. The authorised, issued, subscribed and paid-up share capital of the Transferor Company No. 1 is more particularly mentioned in Paragraph 4 of the petition. The unaudited Balance-sheet Annexure- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The Transferor Company No. 6 made an application in C.A. No. 38/2009 which was ordered on 23-1-2009 dispensing with the holding of the meeting of the shareholders, while directing convening the meeting of its unsecured creditors. It appears that the Transferor Company No. 6 filed yet another C.A. No. 160/2009 since the order dated 23-1-2009 was not complied within the time stipulated and therefore, this Court, by order dated 6-6-2009 permitted the convening and holding of the meeting of the unsecured creditors. The unsecured creditors who attended the meeting as directed, unanimously approved the composite scheme of arrangement as is evident from the Chairman s report Annexure-"AD". 13. Petitioner in Co. P. No. 158/2009 - The Transferor Company No. 7 was incorporated on 29-9-1994 under the Act, with the Registrar of Companies in Karnataka having its registered office at the address shown in the cause-title, with the main objects to purchase, or otherwise acquire, etc., amongst other objects as set out in the Memorandum and Articles of Association Annexure-A. The authorised, issued, subscribed and paid-up share capital of the Transferor Company No. 7 are more particularly mentio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es in Karnataka by name B.N. Harish filed an affidavit dated 14-12-2009, in Company Petition No. 33/2009 stating that the authorised capital of LJ-Victoria Properties Private Limited, Demerged Company No. 1 being insufficient, requires has to increase its authorised capital by filing Form No. 5 with the required fees, in view of issuing fresh shares to the shareholders of the Demerged Company No. 1. The Registrar of Companies has filed affidavits raising identical observations in Company Petition Nos. 34, 35, 36, 37, 157 and 158/2009. 17. To the said observation, one Sri K.Y. Gopikrishnan, the Authorised Signatory of the Demerged Company No. 1 has filed an affidavit undertaking to comply with the observations of the Registrar of Companies. 18. The material on record discloses that the Board of Directors of all the Companies have opined that the demerger, merger and the amalgamation of the companies would be beneficial and profitable to operate as a single unit instead of different units and since the Transferee Company is a constant profit-making company, has accorded approval for the composite scheme of arrangement. It is stated that in order to have synergy of operations ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and becoming finally effective : ( i )The demerged Company No. 1 shall issue one fully paid-up equity share of Rs. 10 each to every 50 fully paid-up equity shares of Rs. 10 held in the Transferee Company; ( ii )Demerged Company No. 2 shall issue one fully paid-up equity share of Rs. 10 each to every 170 fully paid-up equity shares of Rs. 10 each held in the Transferee Company; ( iii )The Demerged Company No. 3 shall issue one fully paid-up equity share of Rs. 10 each to every 800 fully paid-up equity shares of Rs. 10 each held in the transferee Company. 24. All the employees of the Transferor companies and demerged companies in service on the effective date shall become the employees of the Transferee Company on such date without any break or interruption in service and on the terms and conditions not less favourable than those subsisting with the Transferor Companies and Demerged companies. As already noticed supra, no employees of the said companies have appeared before Court to oppose the composite scheme of arrangement. 25. As the shareholders have unanimously approved the composite scheme of arrangement, it is not open for this Court to sit in appeal over the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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