Extex Textiles Private Limited, Regd. Office G-B, The'' Block, Golden Orchid, Kasturba Road, Bangalore - 560001 vs Nil Super Tex Labels Private Limited, Regd. Office :No. 326, 2nd Floor, 9th Cross, 4th Phase, Peenya Industrial Area, Peenya, Bangalore - 560058 Vs Nil

Jawad Rahim, J.—These two petitions are taken up together for final disposal. Co.P.41/12 is by the transferee company, while Co.P.42/12 is by the transferor company. Both the petitions are filed under Sections 391 to 394 of the Companies Act.

Heard Teamed counsel. Perused records in supplementation thereto. It reveals:

a) Petitioner company, viz., EXTEX TEXTILES PRIVATE LIMITED was incorporated on 10.9.2011 with the object of carrying on business of warping of textile yarn and trading in all varieties of yarn, textile accessories and embellishments. The Memorandum of Association (MoA) and (AoA) vide Annexure-B spells out its aims and objects. Its registered office is situate at G-8, H Block, Golden Orchid, Kasturba Road, Bangalore-560001.

b) Its share capital is as under:

Authorised capital

10,000 equity shares of Rs. 10/- each

Rs. 1,00,000/-

Issued, Subscribed and Paid-up capital:

10,000 equity shares of Rs. 10/- each

Rs. 1,00,000/-

c) The Board of Directors of the petitioner company have approved and adopted a scheme of arrangement at its meeting held on 10.12.2011 by virtue of which the Warping Division of the de-merged company is proposed to be transferred to the petitioner company, subject to confirmation of this court. The resolution passed in that regard is at Annexure-C.

d) The demerged company was incorporated on 28.7.1988 under the name and style SUPER TEX LABELS PRIVATE LIMITED and it is engaged in the business of manufacturing woven labels, badges, textile accessories, embellishments, warping, etc. Its MoA and AoA is produced at Annexures D and E respectively. The businesses of Labelling Division and Warping Division have significant potential for growth and the de-merged undertaking would be better positioned with the petitioner company.

The Board of Directors of the petitioner company and de-merged company have formulated a scheme of arrangement for the transfer of Warping Division of the de-merged company in favour of the petitioner company so as to come into effect from April 2012. Under the scheme, the employees who are on the rolls of the de-merged company will be entitled to benefit as may be deemed to be employees of the petitioner company from the appointed date without interruption.

There is a declaration that there are no unsecured and secured creditors.

In terms of the order of this court dated 28.3.2012 and subsequently modified on 28.3.2012, petitioner has taken out paper publication in THE HINDU (English daily newspaper) and KANNADA PRABHA (Kannada daily newspaper) indicating the date of hearing as 17.4.2012. In response to the notice, none has appeared or filed objections. I am satisfied the petitioners have made out a case for grant of relief. Accordingly, Co.P.Nos.41/12 and 42/12 are allowed. The scheme of arrangement is sanctioned to be binding on the petitioner company, its shareholders, creditors and also on the de-merged company, its shareholders and creditors. Petitioner shall file a copy of this order along with the scheme of amalgamation before the Registrar of Companies within thirty days from the date of receipt of a copy of this order.