In Re: Lisle Technology Partners Private Limited and Ors.

Aravind Kumar, J.—Heard Sri Perikal K. Arjun, learned counsel appearing for the petitioners.

The transferor and transferee companies have filed these petitions seeking the approval of the scheme of amalgamation, Annexure - A and its sanction thereof. The transferee company (Co. P. 114/2015) was incorporated on 21.06.1999 as a private limited company under the name ''Lisle Technology Partners Private Limited''. Subsequently, with effect from 20.12.2000, the name of the company was changed to ''LTP India Private Limited'' as per the fresh Certificate of Incorporation issued by the Registrar of Companies, Karnataka, vide Annexure - B. The Memorandum and Articles of Association vide Annexure - B would also indicate that it is engaged in the business of setting up 100% export oriented unit with the object of designing and developing computer software, providing software services etc. as more fully indicated in the said Memorandum and Articles of Association.

As per the averments made in paragraph 4 of the Co. P. 114/2015 (transferee) the authorised share capital of the transferee company is Rs. 1,75,00,000/- divided into 17,50,000 equity shares of Rs. 10/- each and the issued, subscribed and paid-up share capital of the transferee company is Rs. 70,28,470/- divided into 7,02,847 equity shares of Rs. 10/- each.

The Board of Directors of the transferee company has approved a scheme of amalgamation in its meeting held on 16.02.2015 by virtue of which the transferor company is proposed to be merged with the transferee company, subject to confirmation by this Court. The copy of the extract of the Board resolution dated 16.02.2015 is appended to the petition filed by the transferee company i.e., Co. P.114/2015, as at Annexure - D.

The transferor company (Co. P.115/2015) was incorporated on 31.10.2007 as per the Certificate of Incorporation vide Annexure - B. The authorised, issued, subscribed and paid-up share capital of the transferor company has been indicated in paragraph 4 of the petition. Board of Directors of transferor company has approved the scheme of amalgamation in its meeting held on 16.02.2015, as at Annexure - D.

This Court, by order dated 23.04.2015, passed in C.A. Nos. 356 and 357 of 2015 has dispensed with the convening of the meeting of the shareholders, secured and unsecured creditors of both the companies.

Pursuant to the order passed by this Court, petitioners have taken out notice of the present petitions by publishing the same in English and Kannada newspapers namely, The Hindu'', English Daily, Bengaluru edition and ''Udayavani'', Kannada Daily, Bengaluru edition, on 20.06.2015, notifying the hearing date of these petitions as 10.07.2015.

The Official Liquidator who had been notified of these petitions, has filed the report in OLR No. 340/2015 and he has relied upon the report of the chartered accountant which would indicate that affairs of the transferor company having not been conducted in any manner prejudicial to the interests of the members of the company or public. The Registrar of Companies, Karnataka has filed an affidavit dated 08.09.2015 in both the petitions and has stated that despite intimation to the Regional Director and the jurisdictional Income Tax Authority, no comments/objections have been received from the said authorities. It is also observed by the Regional Director that the petitioner companies have not filed the Balance Sheet and Profit and Loss Account and Annual Returns for the financial year ending 31.12.2014 and as such the petitioner - companies have to file the Balance Sheet, Profit and Loss Account and the Annual Returns for the financial year ending 31.12.2014, in accordance with the provisions of the Companies Act.

An affidavit has been filed by the Authorised Signatory of the transferee company undertaking thereunder to draw the standalone financial statements of the transferor company for the financial period from 01.01.2014 to 31.12.2014 at the time of drawing up of its amalgamated Balance Sheet upto 31.03.2015, upon the Scheme becoming effective. Further the transferee company has also undertaken to draw-up the financial statements for the period 01.01.2014 to 31.03.2015, taking into account the merged financials upon the Scheme becoming effective.

Today, learned Central Government Standing Counsel appearing on behalf of Regional Director has filed a memo stating that the said Registrar of Companies has no objection for the scheme being sanctioned, enclosing the copy of the communication received from the Ministry of Corporate Affairs, Registrar of Companies, Karnataka. Said memo along with enclosure is placed on record.

The perusal of the scheme would indicate that the entire assets and liabilities of the transferor company would be taken over by the transferee company with effect from 01.01.2015, namely the appointed date as a going concern.

Petitioners having placed all relevant materials before this Court for sanction of the scheme and petitioners having taken out paper publication, none having opposed the approval and sanction of the scheme, this Court is of the considered view that there is no impediment for the Scheme being approved/sanctioned.

In the circumstances narrated above I proceed to pass the following:

"(i) Company petitions are hereby allowed.

(ii) Scheme of Amalgamation at Annexure - A is hereby sanctioned and held that it shall be binding on the shareholders and creditors of transferor and transferee company i.e., petitioner in Co. P. No. 115/2015.

(iii) Petitioner company in Co. P.115/2015 shall stand dissolved without there being any order of winding up.

(iv) Petitioners shall serve a copy of this order on the Registrar of Companies, Karnataka, within 30 days from the date of receipt of certified copy of this order."