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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 ..... 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 its assets and liabilities. The Board of Directors of the Transferee Company, in the meeting held on 10-11-2008 approved and adopted the composite scheme of arrangement whereunder : (a)the Rented Retail Property business of the Transferee Company is proposed to be demerged and merged with M/s. LJ Victoria Properties Private Limited - the petitioner in Company Petition No. 38/2009 (for short 'Demerged Company No. 1'); (b)Rented commercial business of the Transferee Company is proposed to be demerged and merged with M/s. Starwood Properties Private Limited - petitioner in Co. P. No. 39/2009 (for short 'Demerged Company No. 2'); (c)The non-rented commercial business of the Transferee company is proposed to be demerged and merged with M/s. Polywood Proper- ties Private Limited - the petitioner in Company Petition No. 40/2009 (for short 'Demerged Company No. 3'); (d)M/s. Emb ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 adopted the composite scheme of arrangement whereunder the rented retail property business is proposed to be demerged from the Transferee Company and merged with Demerged Company No. 1. The Demerged Company No. 1 made an application in C.A. No. 45/2009 whence this Court, by order dated 23-1-2009 dispensed with the convening and holding of the meeting of its shareholders since there were no creditors both secured and unsecured. 5. The petitioner in Company Petition No. 39/2009, is the Demerged Company No. 2 incorporated on 10-9-2008 under the Act having its registered office at the address shown in the cause-title, with the main objects to carry on business of acquisition of office premises in Star Office Complex in Bangalore and to hold rights and to properties in other office and residential buildings, etc., amongst other objects set out in the Memorandum and Articles of Association Annexure-I. The partic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 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. 1, 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. 1 filed C.A. No. 39/2009 whence this Court by order dated 23-1-2009 dispensed with the meeting of its shareholders and unsecured creditors. 8. Petitioner in Co. P. No. 34/2009 - The Transferor Company No. 2, was incorporated on 29-1-1999 under the provisions of the Act with the Registrar of Companies in Karnataka in the name and style of "Embassy TCG Developers Private Limited" and thereafter changed to the present name with effect from 26-8-2002 having its registered office at the address shown in the cause-title, with the main objects to carry on business of providing managem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s 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-II made up to 31-3-2008 discloses its assets and liabilities. The Board of Directors of the Transferor Company No. 4, 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. 4 filed C.A. No. 43/2009 whence this Court by order dated 23-1-2009 dispensed with the meeting of its shareholders and unsecured creditors. 11. Petitioner in Co. P. No. 37/2009 - The Transferor Company No. 5 was incorporated on 5-7-1995 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 acquire land, building and other immovable properties 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. 5 are m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o 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 mentioned in Paragraph 4 of the petition. The audited Balance-sheet Annexure-"B" made up to 31-3-2008 discloses its assets and liabilities. The Board of Directors of the Transferor Company No. 7, 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. 7 filed CA. No. 41/2009 whence this Court by order dated 23-1-2009 dispensed with the holding of the meeting of the shareholders and unsecured creditors, while directing the convening of the meeting of the secured creditors. Since the meeting could not be held within the time stipulated, the Transferor Company No. 7 filed C.A. No. 159/2009 whence this Court, by order dated 6-6-2009, directed convening and holding of the meeting of the secured creditors. Yet again, the Company having failed to convene the meeting within the time stipulated, preferred C.A. No. 666/200 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... te 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 and to avoid administrative overheads, the Companies have decided to demerge and amalgamate into one unit so that they can avail advantage of large scale operation. It is also said that the financial base of the amalgamated company is considerably enhanced. In view of these advantages, it is said that the composite scheme of arrangement is beneficial not only to the shareholders but also to the creditors of the Companies. 19. The material on record further discloses that all the companies have complied with the provisions of section 391 of the Act and the orders of this Court in the respective Company Applications. The shareholders and creditors of the companies have approved the composite scheme of arrangement. Thus, there is compliance with sub-section (2) of section 391 of the Act. The Auditor's reports clearly discloses that the affairs of the companies are not conducted in a manner prejudicial to the interest of the shareholders or creditors. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 valued judgment of the equity shareholders who are supposed to be the men or worldly wisdom. 26. In the circumstances, petitioners have made out a case for sanction of the composite scheme of arrangement. Hence, the following order : (i)the composite scheme of arrangement proposed by the Company is sanctioned and binding on the petitioners, their shareholders and creditors; (ii)The Transferor Companies 1 to 7 shall stand dissolved without there being an order of winding up; (iii)The demerged Companies 1 to 3 shall ensure compliance of the accounting standards post-sanction; (iv)The office is directed to draw up a decree in Form No. 42; (v)Petitioners are directed to serve a copy of this order on the Registrar of Companies in the State of Karnataka within 30 days; (vi)The petitioner in Demerged Company No. 1 to comply with the undertaking in relation to the observations made by the Regional Director; (vii)Petitioners shall serve relevant papers, along with the affidavit of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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