N THE HIGH COURT OF KARNATAKA AT BANGALORE DATED THIS THE 25" DAY OF' JUNE, 2009 BEFORE THE HOWBLE MRS. .JUsT:cE B.v.NAGAR:§'i'HN§ « " (30.13. NO. 1071:2003.' BETWEEN» I V sun MICROSYSFEMS iNDIA PR_I"VATE LIMFFEIJ, REGISTERED OFFICE: 67*' FLOOR," " ~ DWYASREE CHAMBERS, % OFF LONGFORD Roam _ BANGALORE ~ 560 025. * '-- _ - _ 5 "-PETFFIONER (BY SR} A. MURAi;§,_ P.I{.=AR--.I13N; ADVOCATES) AND:-- NIL RESPONDENT (BY SRi K;"-NAGESmv)§.RA;9PA, C.G.C. FOR ROG) TEES co.'1>.v._Is FILED UNDER SECTIONS 391 TO 394 ,,-OF"THE'-L{10--MPANIE'S"ACl', 1956, PRAYING THAT FOR THE .RE.ASO_N$ S'I'ATED THEREIN THIS HON'BLE COURT MAY __BE "PLE,ASED TO SANCTION THE SCHEME OF ';'!_Bv'i.*i_i;(};*i!~?§z4\Tif,)'?-J, ANNEXURE-A so AS TO BE BINIHNG on THE' PE'_rmioNER COMPANY, YFS SHAREHOLDERS AND _ ALSG on «SUN MICROSYSTEMS HYDERABAD PRIVATE <._LIMI'I'E'.D";.AND THEIR SHAREHOLDERS AND CREBITQRS pm: ETS. ' This Co.P. is coming on for Orders this day, the court " made the following: ORDER
This petifion is filed by the Transfente H
sceldng sanction of a Scheme: of Amalgamation
Microsystems India Private LiInitL35Li»AA>(‘1″I”A21*1S’4?.’£trt;or
with the petitioner herein. The scheme _
A1mexure– ‘A’ to the petition. V . 9
2. The petitioner: waeo”‘nee;ee1’sereted”‘one 2’c 3.3.1993
under the name and styio India Private
Limited within_fiee; engaged in the
business of call support,
» companies. It is also
engagc &_ io and consultation and
educationeil.._4jsQ::rvioeo:’.’._ ‘copy of the memorandum and
“of asoooiafionv is produced as Am1exure–B. The
of the petitioner-comgaany is at 6″” Floor,
Ofl” Langford Road, Qangalozxe-560 O25.
” The authorised share capital of the petitioner
compafiy. is res.5,oo,oo,ooo/- divided into 53,90,000/– equity
of Rs. 103/ – each and the issued, subscribed and
” feaid-up share capital of the company as on March 33,2007
fly”
_ Balance
is Rs.f2,12,()0,000/– divided into ‘2,12,0Cfi[«- equity shares of
Rs.100/~ each filiiy palti up.
4. As per the latest audited balance V’
Petitioner Company up to March 3’1;A>’E20O’Z,”.<th_r1-J V'
liabilities of the company am as fo11oi&zs:'– A
wrameunts
dian
Share 2,12,(10_,'03o ,Fi$ce.»;i»_ 516098927
" A
Pmfitaa Loss 113,70,o6,263 I{;1v<t'3t4*f_j _ 16063233
. rmtntii. .3 "
Liabilities (A11 amounts
India}; Rupees) '
('on Jim'
Finance iO..,Q7;8§',:,_253 Neat current 751623371
Lease 1 -T Assets
Obhgatlon
Unseciiiiredv ‘A — . Vi”, 3:;:16,s;.1V;323 “‘f)ef§:1’red 63393293
_ .» 1 ‘ 1 TaxAssct
Totai. . .13~1.§’.’:6>t,’83’;32§3 Total 1347683829
V” obféétév of the petitioner-company are dealm’ g
bufiiaesé computers, information process anti
” allied equipments and to engage in the
bz1six1e$f,éé3~ of sofiwam related aciivities including
installation, servicing and to engage in
63_eve1op1:acnt, maintenance, training in software 811$} net»
/91.
s V. «_
Working products and other allied objects. Accoxding {c”–the
petitioner, it is carrying on its business since the ” V.
5. The Beam of Directors of ;;;c’:-._:
Company approved the Scheme’; ” ‘*7ofiL:
15.5.2008 by virtue of which the
proposed to be merged with eixldject ‘V
to the confirmation of tlgds dd of
Andhra Pradesh Withifi.’ the registered
office of the V” It is also
submitted is a wholly owned
subsid§l3I3*’ ie;e1″eiz1~.”§ The memorandum and
Atficltzc’-_cf ” latest balance sheet of the
Transfeme at Axmexuxe-D and E
, ., .. .33: =.f«'{{;ccrding to the petitioner herein the Transferor
in Hyderabad on 5.4.2004 as
.$§%§te1iis Private Limited and a fresh certificate of
., ixzcogpcfafion was issued on 28.3.2006. The main objects of
die Transfemr company is aim to provide Software
dd ‘development sexvices in. the field {sf electronic data storage
/9.
“Q”:
devices and various support services including eales
services. It is also stated that the Board of
Transfemr Company has also approved the _&
of amalgamation.
7. Consequently, flj,e_ petifiooer n ~.
C.A.No.698/2008 pm-dueed %’
dispensation of the shexeholders and
unsecured creditors this court
dispensed _ of the share
holders stated that there
are no ” g; ” petitioneroompany.
Thereafter “this filed seeking sanction for
proposed efixolgemafion.
\’ __On edmission of this petition notice was issued
io fl1e_ flixector, southern region. with a tiixection to
‘pefifioei-;.1: out adverfisement of the pctitioa in two
and accordingly the petitioner took out
ziotioe 5:; 10.11.2008. The date of heaxting was fixed on
— E. Till date there has been no objection from any
/.
quarter in msptmse to the advertisement take out by the
petitioner.
9. On behalf of Regcmal Director, Regislzfifl of
Companies has filed an afidavit raising K
objections:
1. As the registered ofice of thé’Vt1*’eu’-nsfcror
situated in the state of e2sh,_”‘thtf.-
is subject to approv}a1.___ of Hogtfizle of .
Andhra Pxadesh also. _
2. Although the u*a3;1sfe:jor’ ist within
the ju1isdicfiofi”‘oVfAndh:fa:V15i’agiz§$h, High Court, the
transfergg ‘ :.€; ._ ‘prayer sacking
“<§'itier.;Vf9r transfcror company in
" the I-ionfble High court
Vis"'z1<5t.V§:oi§it¢éf.V.T11£:1'cfoz*c, the said prayer has
_ * » _to like dvclefiid {fie Transfemc Company.
Mcfiioxaadum of Association of the Tmnsfexee
_ does not contain specific clause for
1 with any other company. Therefom,
Egirlélzmorandura of Associafion has to be amended
smitably to insert the above clause before the
"sa11ction of the scheme."
10. I have heaxti the lcamed counsel for the
pctifioner and learneti counsel for the Regonal Birecrtor.
/Q,
1 1. It is submitted on behalf of the petitioner in
the instant case the proposed Scheme of
respect of two companies and they are in K V’
activity and that the transferor is
suhsidiaxy of the petitioner CO InpaI1:Y’ .,
for the proposed merger is ‘V
offerings under one in
administrative and so as to cut
down overheagl generally to
bring more on the conduct of
both that the proposed
schem<=# wi:l1:. be the companies and that
thert; I16 "§njz'cst;igati!_3n' firoceedmgs pending in relation to
v 'éompany and hence there is no legal
according sanctism to the proposed scheme.
12; it is submitted on behalf of the
Regi§L1§1'«:_Di1tcmr that in the instant case the Tmnsfcror
'4 '*(:?dmpan5I is situated within the jurisdiction of the High
— ofA1:1dhra Pradesh and themforc, it is necessary that a
u Wfieparate pctiticn be filed by the Transfczror Company before
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the Big}; Court of Andhra Pradesh and that the prayeIV9e’fi’i£:§lQe
by the petitioner herein with regard to the _
Transferor company cannot be granted by b
of the fact that the Transferor coi.);;pa;3,jf
jurisdiction of the Andhra PVradaesh H_i’gh co:oV»_:%’t.A .’jt
stated that the memorandum of
the petitioner company «any ciause
for amalgamation and would
have to be to
13. petitioner submits that
iiaas been fiied by the
‘I’ra11sfe:for” toe High court of Amlhxa
Pradesh the se:ne~-iepending final disposal and that the
‘~ diesolufion of the Transferor Company
Vméiiie would not be pressed and further Iekying
upeemé §:;:’;:1.’e-éof this court dated 9.1.2009, he states in
391 to 394 of the Act, the scope of the said
x V’ «»seotio;1s”‘ being of wide amplitude and further the entire
‘ eefieoze being subject to the sanction of this court, the said
” “objection would have to be over ruled. £1/p _,.
14. Having heard the eounscl on both sidesVuafi§_§i”4:§n
perusal of the material on record, it is seen
‘I’ransferor Company as Well as the ‘Pransfemc..(:§:§p a§1gfi_ b
in the same field of activity namely
development and that the tra1:;sfe1*dr_ 1 L»
owned subsidiary of the ¢on1p.«1::a§jr irhiti§ftk§£:d the f;l..1..risdiction of the High court of Andra
ti’?z§éi:}:eAsi:.,4:é3::i_d.fi €z—_scpa1’ate company pefiti-on has been filed
for the proposfi scheme as weak} as
mnficqficgffial directions and considering the fact that under
V’ » and 394 of the Companies Act, the power to merge
‘fir »§i’tA=.~mex*gc is mhcrent and flow from the said sections even
the absence: of any cormsponding pmvisions in the
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