IN THE HIGH COURT OF KARNATAKA AT BAN
DATED THIS THE 11TH DAY OF 9EcEMBER';%¢»é¢%€39'%'
BEFORE
THE HON'BLE MR. JUSTICE;'f§A§J 'r.qO_}i;§1fq:_iRE§I3.:§Y.
COMPANY PETITION Nd; OE.'§':OO9: :
C/W COMPANY PETIEIQK N0. _111 QF'*v2'6e9
COP 112/09
BETWEEN:
FABRITEX EXPORTS :9I£1VA¥:ir: LIMITED
SURVEY NO. ILQEIONGASANDRA 'VILLAGE
BEGUR HOI3LI.{7%'V*_"1.1§./II'LE}._A_ " " V
HOSUR R0AD;,_ 'BANGALORE: 4.68;'; PETITIONER
(BY Fo}{'"sPJ LEGAL)
AND: C V I C 2
N1L.__ ...RESPONDENT
– _ {B33E3Rg§A3HoK”‘N’FA11L, CGL FOR ROC)
C {BY SR1. .DEEPAK & V JAYARAM. FOR 01,}
. ‘1*i§Is”1pié;-1i*17oN FILED UNDER SECTiON 39} TO 394
OF THE C()_NiiPANIES ACT, PRAYING TO SANCTION THE
SCHEME’, A1\INmA HERETO, so AS TO BE BINDING ON THE
TRANSFEROR COMPANY 1, THE TRANSFEROR COMPANY 2
” » . V C’ AND TRANSFEREE COMPANY AND THEIR
* RESPECTIVE SHAREHOLDERS; AND ETC.
COP I11/O9
INTEGRA APPARELS AN D TEXTILES
LIMITED
KRISHNA REDDY INDUSTRIAL AREA
KUDLU GATE, 7’11″‘ MILE
HOSUR ROAD
BANGALORE W 68, KARNATAKA. PEf;I’iE’:iITION,’_jSO AS TO BE BINDING
ON THE TRAI$ISF;EROR”.cOMPAN3rV ‘1,’””I”HE TRANSFEROR
COMPANY 2; ‘H*f;=3__ TRELNSEEREE COMPANY AND THEIR
RESPECTIVE.,SHA:REHOLDAERS&; ETC.
PETmNONS;SS.%%’OOM1NG ON FOR ORDERS.
THIS DAY THE COSRT MADE THE FOLLOWING:
_ . . . .
‘V 4fw:O_j..petitiOnS are for Sanction Of the Same
SC}f1fi§¥VI}€’.~O.f’::k’LfI;1211gaH1atiOH. Hence both petitions are
“”*, ‘c1I1bbeI:i-Eiogether, finally head and are disposed Of by
_ thiS.c.OmmOn OI”deI’.}d\ ‘
The petitioner in COP 112/2009 (for short
‘transferor company No.2’), is a company incorp~Qf:d.ted
on 19.7.1993 under the Companies Act, 9-
‘Act’, having its registered office at »th.e4adc’iiie’sis”i 99 it
the cause title. The main objeCts..’_AofV
company No.2 is manufactui’e__;’irnpofi,.__e:>q3ort ixthoiesaie 9′
and retail dealers in ,~’ga1’1T1€flt3:VfOi;”‘~.I1’1€Il4″\rVO1Tit31’l and
children, amongst otheeobjexetis, out in the
Memorandum 9 of A.ssofoiatio§1’i; Annexure-B.
2,””TheA:}7;uthé3i’ised;’shafe'”Capital of the transferor
compaiiy 9 No.2′: *11i;;.%e%iiae;t7 ;5o,0o,0oo/– divided into
75,OO,_QO0/9–a”~ieejuity eiiai-ee of Rs.10/– each, while the
SuAbsc1″”ibeci”V and paid up capital is
divided into 2e,59,ooo/- equity
Shares of-/– each fully paid up.
tits’
. d A.
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3. The Balance sheet made upto 31.8.2008
Annexure–C duly certified by auditors of the transferor
company No.2, discloses its assets and 1iabi1ities.’lThe
Board of Directors of the transferor company No~.–L.”
meeting held on 19.11.2008 approved the’? d
Scheme of Amalgamation
transferor company No.2 and-..__M/Pranit
Private Limited (transferor cornpaiiy company
incorporated under thefict,”._ha§rivn’g_’its’*registered office
at New Delhi aret’propose’d–to with M / s
integra H Ap’pa}reIs: :31; Limited (transferee
company] in a company incorporated
under. the Act.,v_V’i1aiVing_its'”registered office in the State of
transferor company No.2 and the
‘transferee company have similar objects and business.
t..’TVran.sferor company No.2 made an application in CA
.»No.599/09 to dispense with the meetings of the
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shareholders and creditors. The shareholders and
creditors of transferor company No.2 extended their’.
consent for the Scheme of Amalgamation as is evid.e:n”t’
from the order dt. 31.722009 in ch 4 «
Transferor company No.2 is said to be the ‘T
transferor company No.1 and the
company is the hoiding company
No.2.
5. The petit.’ioner company
inc0rpf)r’atedT: the Act with the
Registrsir eitjithehstate of Karnataka, under
the V”*Iu”r1tegra Apparels and Textiles
‘TV.°’Priydtei..c”t,imited’V’Héir1Ci’changed to ‘Integra Apparels and
as approved by the authorities under
~
T’ 6. The main objects of the transferee company is
~~-to carry on business of manufacturing, importing,
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No.2 are proposed to be amalgamated (merged) with the
transferee company. The objects of the tra_:nsAi’e.ror
company No.1 are not similar to the
transferee company though the_;ob};ects.’oftrarzsferoréu ‘
Company No.2 are similar to:”1«tha_t”‘of
company. The Transferee Vcov1ai1.pany”rr;ade an ‘applicjation’ ‘
in CA No.598/09 to…d1spense”L_:ivi’th_ thetdmeeting of its
shareholders and Scheme of
Amalgamationgx by order dt.
31.7.2009′ the shareholders and
creditors’ comjpany did not have any
objection to Arnalgamation.
*9,’ a’Fhe”‘1transi”eror company No.2 and the
tragnsfereedt “company have presented these petitions
A of the Scheme of Amalgamation.
it xivierriorandum and Articles of Association of the
Z Clause B[14) and Clause B[15) of the
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transferee company and transferor company No.2,
respectively, provide for amalgarnation.
11. The petitions were
ordered on the Regional Director for._C..ompa’r1y Affairs,
Chennai, as well as the OpfficiaiVéhiouidatonin
transferor company No.2. ifxtidgidthe request theWOfficia1V
Liquidator, the Arun Kumar and
Company, Chartered investigated into
the affairs?__’¥’of,e,»e:. -cordnparly No.2 and
submxttedfa; re’:1i3jort,”‘–.V,Af1*he ‘Official Liquitator filed cm
41 U the affairs of the transferor
company'”‘~No.2_’;.are not Conducted in any manner
pre’j’ud-i.cia1. to the”‘interest of the public, shareholders or
C _ the’ “_’_.
” The Regional Director of Company Affairs,
through the Registrar of Companies in
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Karnataka, by name B.N.Har1’sh filed an affidavit dt.
31. 10.2009 stating thus:–
“para 6.} {iv} of the Scheme shou1d.§}ae’i}4′ *’
compliance with AS-14 of the _
(Accounting Standard) Rules _:.
company have to follow either 1’piooling_
interest method or purchase method as athejjcase
may be as laid down in
treatment furnished in’ the ‘Sehenae
should be in V aoeordanepeivh pompanies
(Accounting Standard} 1 ._
13. To §the__s’aid{Q1qieotio’ris;0t’_enei§?..l{rishna Kumar,
Director of an affidavit dt.
2.11.2009 l transferee company
undertakes’to_ coi*rl§§ly”i7sritl*s. A844 of the Companies
2006, upon the Scheme of
1 Amalganiiationé :ben_coArn.ing effective.
The material on record discloses that the
‘eompany No.2 and the transferee company
HR”wl.v_are’..:’su’bsidiary and holding companies, respectively.
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The Board of Directors of the Companies have opined
that the merger of the transferor company No.2
transferee company would be beneficial _
to operate as a single unit insteadmof different’_’11nits* ancl ”
since the transferee companylis ‘coizsistent :”profi_t
making company, seeks t-ip’proval’v- of S_ch€.nie
Arrangement AnneXure–A. VAItxjappearsf.tl*rat_i11f%order to
have synergy of _ administrative
overheads, the i to amalgarnate
into one can avail the
It is also said that
the arnalgarnated company would
be considerabl’. enhanced. In View of these advanta es,
V’ . it that tfiefscheme of Amalgamation, Annexure–A
only to the shareholders but also to the
transferor company No.2 and the transferee
creditors of, the companies.
A’ The material on record further discloses that
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company have complied with Section 391 of the Act.
The Shareholders and the creditors of the petitioner
have approved the scheme of Amalgamation; _
A. Hence I am of the considered View that tile ‘_tra1<1s'feror " "
company No.2 and the transferee:
complied with Section 391(2)'-..of the. iTlhe_'vaudi:torls
report insofar as transferor cornpany concerned
clearly discloses that :.3lf"'tlfiie':sa.id company are
not conducted _ii1__a manner; ;§rej;1ed:esaifdy'tel the interest of
the shareh.old'verslj:éo1§ the creditors; _
' l pulalication of hearing of these
petitions,lll'I1one shareholders, creditors, employees
or person's«h.ave appeared before court to oppose
the Amalgamation. The report of the Official
Q ' .__Scheme of V-Amalgamation.
Liq1iidatortijs_ that he has no objection for sanction of the
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17. As regards the objections raised by the
Regional Director, Company Affairs, Chennai, the
Director of the transferee Company has underte_:’en~._to
comply with the objection, on the
effective. y
18. The terms of tileejislcheins;o£nVA:;a’;11gaxrlat:onivri
indicate that with effect fi.’OI1’1:.. date,..Vvall debts,
liabilities, dues and Vi -the transferor
company No.i2«.y_ and any: ac’C:5etion”s or additions or
deletions” thieretoifijaftleralt-he appointed date shall without
any fni-ther act or deed stand transferred
or Vdeemed V”to_}.be’~._» transferred and vested in the
. Traf1s’£eree_comp’anyV so as to become as and from the
‘date; liabilities, dues and obligations of the
T1:g¥nsferee3’..–CVompany.
19. Upon the scheme being sanctioned and
Vi V. ._..’becorning finally effective, the Transferee company shall
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Cancel all its shares held by it in the subsidiary Viz.,
transferor Company No.2 and no fresh shares
issued.
All the employees of the_ transfes-joi” V’
No.2, in service, on the effect:-Ve”*–date_:, V
employees of the Transferee
without any break or interruption in service on the”
terms and conditionsnynot,iessV_:’favonrablle’~th’an those
subsisting with the transferoribom.pari§,rlN_o.2. As already
noticed suprapno. employee ‘of”vthev.t1’ffansferor company
No.2 has ecourt to oppose the Scheme of
it the shareholders have unanimously
ap’pro\}”e:d’_”_v»t_h’e;.”E’ieheme of Amalgamation, it is not open
forlhuthisli to sit in appeal over the valued judgment
oftluielequity shareholders who are supposed to be the
of worldly, wisdom.
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22. Learned counsel for the petitioners points out
to the order (it. 9.10.2009 of the High Court
cop 196/2009 instituted by the Transferdrddllcofizptaiifif’_
No.1 for sanction of the very» sam’e’*’ ”
Amalgamation proposing to mergegfwithltrthe jltranistfeféee
company, to contend that’t_h’e_ Courthas thewt”
Scheme of Amalgamation.
23. In 4{,:f1f?_’ ijlietitioners have
made out the Scheme of
“Hence the following:
of Amalgamation, Annexure»–A,
H 0 00 prloposvedwtry the con1panies–petitioners herein, is
hereby sanctioned and binding on the petitioner»
.0 ” corripanies, its shareholders and creditors
0 ‘jsifbiect to the transferee company complying
” iivith the Accounting Procedure laid down in AS~
14 of the Companies (Accounting Standard)
Rules 2006.
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ii) Transferor company No.2 shall stand dissolved
without there being an order of winding
iii) Office is directed to draw up a deefee
No.42.
iv] Petitioners are direetedAAltO”ser};e .3
order on the Registrarzhf
of Karnataka within__.30
iuDGh
1:1.