In Re: Nihodo Media Private Limited and Others

Budihal R.B., J.—1. These petitions are filed under Sections 391-394 of the Companies Act, 1956.

The petitioner in COP. No. 69/2015 is the Transferee Company, while the petitioner in COP. No. 68/2015 is the Transferor Company. They are before this Court seeking sanction of the scheme of amalgamation as at Annexure-A to both the petitions.

Heard the arguments of the learned counsel appearing for the petitioner in both the petitions and also the learned counsel representing the Regional Director.

The Transferee Company was originally incorporated on 07.06.2013 as a Private Company Limited by shares under the provisions of Companies Act, 1956, by the name and style of "Nihodo Media Private Limited". The registered office of the Transferee Company is situated at 254, 6th Cross, First Floor, Indiranagar, 1st Stage, Bengaluru. The main objects of the Transferee Company are to carry on the business of sales and monetization of all rights pertaining to the animated series including Batu Gaiden in India, and television broadcasting and merchandising and to collectively organize the Indo-Japan Animation, Film, Comic and Gaming events. The authorized share capital is Rs. 1,02,00,000/- (Rupees One Crores Two Lakhs only) consisting of 10,20,000/- (Ten Lakhs Twenty Thousand only) equity shares of Rs. 10/- each. The issued, subscribed and paid-up capital is Rs. 6,60,000/- (Rupees Sixty Six Lakhs only) consisting of 6,60,000/- (Six Lakhs Sixty Thousand only) Equity shares of Rs. 10/- each.

The transferor company was incorporated on 04.01.2011 as a Private Company Limited by shares under the provisions of the Companies Act, 1956, by the name and style of "Level 10 Entertainment Private Limited", the copy of memorandum and articles of association of the transferor company is produced at Annexure-B in COP No. 68/2015. The registered office of the Transferor Company is situated at 254, 6th Cross, First Floor, Indiranagar, 1st Stage, Bengaluru. The main objects of the Transferor Company are to set up an animation studio and provide content for games, televisions, internet, films, comic book content creation and publication, visualization, graphic design, storyboarding, concept art and illustrations. The authorized share capital of the Transferor Company is Rs. 25,00,000/- (Rupees Twenty Five Lakhs only) consisting of 2,50,000/- (Two Lakhs Fifty Thousand only) equity shares of Rs. 10/- each. The issued, subscribed and paid-up capital is Rs. 4,00,000/- (Rupees Four Lakhs only) consisting of 40,000/- (Forty Thousand only) Equity shares of Rs. 10/- each.

The Board of Directors of the Transferor Company has approved the scheme of amalgamation on 19.06.2014 and the transferee company at their meeting has passed the resolution dated 05.09.2014, approved the scheme of amalgamation and the copies of resolutions are produced at Annexure-F and G, respectively, in COP No. 68/2015.

The transferor company does not have any secured or unsecured creditors and accordingly, the meeting of the Equity shareholders was sought to be conducted, and this Court by the order dated 23.01.2015 passed in Company Application No. 1863/2014 directed to hold the meeting of the shareholders on 24.02.2015 and the said order is produced at Annexure-H in COP No. 68/15. The Chairman appointed for the meeting of the shareholders i.e., Sri Suhas Sundar has submitted his report dated 25.02.2014 produced at Annexure-J and six (6) shareholders present in the meeting held on 24.04.2014 have unanimously approved the scheme of amalgamation.

So far as the transferee company is concerned, there being no secured creditors or unsecured creditors holding of their meeting does not arise at all and the meeting of the shareholders has been dispensed by the order of this Court dated 23.01.2015 passed in Company Application No. 1864/2014, the copy of the said order is produced is Annexure-G in COP No. 69/2015.

By the order of this Court dated 16.04.2015, notices were published in ''The Hindu'' English daily and in ''Samyuktha Karnataka'' Kannada daily on 27.04.2015 and there has been no objections received from any person whatsoever, the copies of the said newspaper has been filed before this Court. Sri Krishna Prasad B.K., Chartered Accountant, has submitted his report dated 15.07.2015 in COP 68/2015.

The Regional Director, through the Registrar of Companies, has raised certain objections. Sri Suhas Sundar, Director and Authorized Signatory of both the companies filed the affidavit on 18.11.2015 replying to all the issues raised by the Regional Director.

The Official Liquidator has also filed the report stating that he has no objection for allowing the petitions.

Looking to the averments made in the petitions, they are supported by the documents annexed to the respective petitions, which are produced and referred above, with regard to the financial positions of the companies. The reports of the Chartered Accountants are also on record. As per the Official Liquidator, it is mentioned that the affairs of the companies are not conducted, which is against to the interest of the public or against the interest of the members of the companies.

Regarding filing of the petitions, advertisements were published in the newspapers. Though such publications were made, no person having interest in the company or any other persons raised any sort of objections to the scheme of amalgamation between the Transferor Company and the Transferee Company. So far as the observations and the objections raised by the Regional Director through the Registrar of Companies is concerned, the affidavit dated 18.11.2015 by the Director and authorized signatory of both the Companies has already been placed on record, wherein about the observations and objections raised by the Regional Director, the Company will take care to comply the same.

Under such circumstances, looking to the materials placed on record, so also the affidavit dated 18.11.2015, I am of the opinion that petitioners have made out the case to allow the petitions. Hence, the following:

ORDER

i. Both the petitions are allowed.

ii. The scheme of amalgamation at Annexure-A is sanctioned so as to bind the shareholders, members and creditors of the Transferor and Transferee companies.

iii. The Transferor company named above is ordered to be dissolved without going into the process of winding-up.

iv. A copy of this shall be filed with the Registrar of Companies within thirty (30) days from the date of receipt of copy of this order."