In Re: Broadcom Communications Technologies Private Limited and Ors.

Ravi V. Malimath, J.—The petitioner in Co. P. No. 252/2014 is the Transferee Company. The petitioner in Co. P. No. 251/2014 is the Transferor Company. In these two Company petitions they have prayed for sanction of Scheme of Arrangement as per Annexure-A.

The petitioner in Co. P. No. 252/2014 (hereinafter called as transferee Company) was incorporated on 11th February, 2004 in the State of Karnataka having its registered office at 4th Floor, Campus 1A, RMZ Ecospace, Bellandur village, Varthur Hobli, Bangalore-560 103.

As on March 31st, 2014, the authorized share capital of the petitioner''s Company is Rs. 2,75,00,000/- (Rupees Two Crore Seventy Five Lakhs Only) divided into 27,50,000/- (Twenty Seven Lakhs Fifty Thousand) equity shares of Rs. 10/- each (Rupees Ten Only) each and the current issues, subscribed and paid up share capital of the petitioner company is Rs. 20,77,860/- (Rupees Twenty Lakhs Seventy Seven Thousand Eight Hundred and Sixty Only) divided into 207,786 (Two Lakhs Seven Thousand Seven Hundred and Eighty Six Only) equity shares of Rs. 10/- (Rupees Ten Only) each fully paid up.

The Board of Directors of the Transferee Company having approved the scheme of arrangement at its meeting held on 16th September 2014, by virtue of which the Company known as "Renasas Mobile India Private Limited"., having its registered office at Khata No. 23 to 26, Grape Garden, 17th H Main Road, 6th Block, Koramangala, Bangalore-560 095, namely, the Transferor Company was proposed to be merged with the petitioner Company namely, the Transferee Company.

Company Application No. 1477/2014 was filed wherein by the order passed by this Court on 16-10-2014, the meeting of the shareholders and unsecured creditors of the petitioner Company was dispensed with.

The petitioner in Co. P. 251/2014 is the Transferor Company incorporated on 13th October, 2010, having its registered office at Khata No. 23 to 26, Grape Garden, 17th ''H'' Main Road, 6th Block, Koramangala, Bangalore-560 095.

As on March 31, 2014, the authorised share capital of the petitioner Company is Rs. 34,00,00,000/- (Rupees Thirty Four Crore Only) divided into Rs. 3,40,00,000/- (Rupees Three Crore Forty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each and the issues, subscribed and paid-up share capital of the petitioner company is Rs. 3,87,25,000/- (Rupees Three Crore Eighty Seven Lakhs Twenty Five Thousand Only) divided into 38,72,500 (Thirty Eight Lakhs Seventy Two Thousand Five Hundred) equity shares of Rs. 10/- (Rupees Ten Only) each fully paid up.

The Board of Directors of the transferor Company have approved the scheme of arrangement on 10th September, 2014, by virtue of which the petitioner Company is proposed to be merged with the Company known as "Broadcom Communications Technologies Private Limited".

By the order dated 16-10-2014 made in Company Application No. 1476/2014 the meeting of the shareholders, unsecured creditors was dispensed with.

This Court vide order dated 30-10-2014 issued notice to the Regional Director in both the transferee and transferor Companies. This Court further directed the petitioners in both the petitions to take out paper publications in "Hindu" and "Udayavani". Accordingly, the petitioners have taken out the publication.

In Co. P. No. 251/2014, the Official Liquidator has filed OLR No. 37/2015, wherein he has stated that he has no objections to sanction the scheme. Accordingly, OLR is taken on record.

The Registrar of Companies has filed his affidavit dated 9-1-2015 with the following observations:--

"i) So far as transferee Company is concerned on notice being issued, the Income Tax Department has made certain observations to the effect that all the instructions and guidelines in terms of the Act and Rules should be scrupulously followed and any further developments be communicated to the Assistant Commissioner of Income-Tax. There are no other objections raised by the Regional Director.

ii) So far as transferor Company is concerned, certain observations are made by the Assistant Commissioner of Income Tax and the specific guidelines issued thereon."

In response to the same, the affidavit of the petitioner has been filed on 5-2-2015 wherein he has stated with regard to payment of Rs. 3,73,610/- for the assessment year 2011-12. That the demand is currently in the draft assessment stage and is not final and binding once the final assessment order is passed and the amount of demand is finalized, the demand would be finalized by the petitioner Company. Hence, the affidavit is taken on record.

In terms of the scheme propounded, the same does not affect the public in any manner whatsoever. In terms of the proposed scheme none of the interest of any shareholders or creditors of the Company would be prejudiced. The shareholders of the Transferor Company will get shares in the Transferee Company based on the swap ratio of 1 (one) equity share of the face value on Rs. 10/- (Rupees Ten Only) of the Transferee Company for every 141 (One Hundred and Forty One) equity shares of face value of Rs. 10/- (Rupees Ten Only) of the Transferor Company. All the employees of the Transferor Company will become employees of Transferee Company without any break or interruption in the service and on terms of service that are not less favourable than those that they are entitled to in the Transferee Company. With effect from the appointed date, the whole of the undertaking and business of the Transferor Company with all its properties and assets shall be transferred to and vest in the Transferee Company as a going concern.

In the circumstances, the petitioners have made out a case for sanctioning the scheme of arrangement at Annexure-A. Hence, the following order:--

"a) Petitions are hereby allowed.

b) The scheme for arrangement at Annexure-A is hereby sanctioned subject to the observations made by the Registrar of Companies, Karnataka. The same shall be binding on the petitioner companies, their shareholders and creditors. The Transferor Company shall stand dissolved without going through the process of winding up.

c) Petitioner companies shall serve a copy of this order on the Registrar of Companies in the State of Karnataka within 30 days from the date of receipt of a copy of this order."

Registry to draw the decree accordingly.