Kanyakumari Softech Private Limited vs Nil

Anand Byrareddy, J.—Heard the learned counsel for the petitioner and the learned counsel for the respondent. The present petition is filed with a prayer seeking that the scheme of arrangement, namely the demerger be sanctioned by this court with or without modification and to declare the same as binding on the petitioner -- company, its shareholders and creditors and also on the demerged company and its shareholders and creditors.

Objections are filed on behalf of the Registrar of Companies to claim that the main object of the petitioner -- company does not include an object of carrying out the construction work. In response to this, the petitioner has now filed an affidavit to place on record the circumstances that the petitioner has sought amendment of the main objects of the company. That a special resolution was passed at its Extra-ordinary General meeting on 17.08.2013 to amend the main objects clause to include the ability of the petitioner to carry out the business of demerged undertaking, namely building, developing, operating industrial parks, IT parks, etc. The said resolution was duly filed with the Registrar of Companies as per a copy of the certificate of registration of the Special Resolution dated 27.09.2013. The petitioner has also duly amended its memorandum of association by altering its main objects and therefore, is entitled to carry on the business of demerged undertaking.

Objection if any to the prayer stands supplied and hence, there is no impediment in the application being allowed.

The petitioner -- company was incorporated on 31st January 2002 under the name and style of Bushra Software Private Limited, which subsequently changed its name as Kanyakumari Softech Private Limited with its registered office situated at No. 5, Onyx Centre, 4th Floor, Museum Road, Bangalore.

The authorised share capital of the petitioner company is Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/- each and the and issued, subscribed and paid-up share capital is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each, fully paid up.

The Board of Directors had approved and adopted the scheme of arrangement in its meeting held on 8.11.2012, by virtue of which the demerged undertaking as defined under the scheme of arrangement of Kanyakumari Builders Private Limited (hereinafter referred to as the ''demerged company''), a company incorporated under the Companies Act, 1956 (hereinafter referred to as ''the Act'', for brevity) having its registered office at Raheja Chambers, Linking Road, Main Avenue, Santacruz (West), Mumbai-400 054, is proposed to be demerged into the petitioner -- company subject to confirmation by this court within whose jurisdiction the registered office of the company is situated and on confirmation by the Bombay High Court within whose jurisdiction the registered office of the demerged company is situated. By order dated 22.2.2013 in C.A. No. 1608/2012, this court dispensed with the meeting of the unsecured creditors, shareholders and had directed the petitioner -- company to conduct the meeting of its secured creditors. The meeting of the secured creditors is said to have been convened on 12.04.2013 in accordance with the above order and that there was only one secured creditor in the company who attended the meeting and he has voted in favour of the resolution. Therefore, the scheme of arrangement was passed unanimously.

However, in view of the objection raised, the petitioner has also now complied with the lacuna and therefore, there is no impediment for the petition to be allowed and is accordingly allowed.

Since the Bombay High Court by its order dated 21.06.2013 in Company Scheme Petition No. 243/2013 connected with Company Summons for Direction No. 49/2013, having approved the scheme of arrangement, the same is binding on the petitioner -- company, its shareholders, the creditors, the demerged company, its shareholders and creditors. The office shall draw up a decree in terms of Form No. 42 of the Company (Court) Rules 1959. The petitioner shall furnish a copy of this order to the Registrar of Companies within a period of 30 days from the date of receipt of the order.