BANK MUSCAT SAOG Vs. STATE

JUDGEMENT

(1.) THE petitioner is a Company incorporated under the laws of Oman and having its designated office at Post Box No. 134, Postal Code 112, Ruwi, Sultanate of Oman. The petitioner -company set up a Branch Office at Bangalore vide licence No. (BG) No. 1797 -98 elated March 16, 1998 issued by the Reserve Bank of India under Section 22(1) of the Banking Regulation Act, 1949 to carry on banking business in India. They have no other branches or establishments in India except at Bangalore. The authorised share capital of the petitioner -company as on March, 2003, is 7,50,00,000 Rial Omani equivalent to 922 crores 50 lakhs of Indian Rupees. Issued, subscribed and paid up capital is 4 crores 9 lakhs 37,480 Rial Omani equivalent to 603 crores 16 lakhs 10,040 Indian Rupees. The object of the petitioner -company is to carry on commercial and investment banking business, including the financing of trade and projects, etc. as set out in the Memorandum of Association. The petitioner -company is carrying on business through Bangalore Branch since 1998 which is situated at No. 29, Infantry Road, Bangalore -1, which is the principal place of business of the petitioner -company in India. The Company by name Centurion Bank Limited which hereinafter referred to as a Transferee Company was incorporated on June 30, 1994, as Public Limited Company under the provisions of the Companies Act, 1956, having its registered office at Durga Nivas, Mahatma Gandhi Road, Panaji -403001, Goa. The Transferee Company has built up key strength in retail banking, apart from offering a range of corporate banking and treasury products. The management of the Transferee Company believes that the Transferee Company can progress at a faster rate with the infusion of additional capital. In line with this the Transferee Company has proposed to enter into a Scheme of Arrangement, inter alia which includes transfer of undertaking of the Bangalore Branch of the petitioner -company by restructuring and re -capitalization of the Transferee Company. The Board of Directors of the Transferee Company by a Resolution dated 23rd April, 2003, approved the proposal for restructuring and re -capitalization of the Transferee Company. The Board of Directors of the Transferor Company approved the draft Scheme of Arrangement vide Board Resolution dated 28 -12 -2002 a copy of which is produced as Annexure -A. The said Scheme of Arrangement, inter alia provides for transfer and vesting of business of the Bangalore Branch of the Transferor Company in the Transferee Company and a reorganisation of the Equity Share Capital of the Transferee Company and re -capitalization of the Transferee Company.

(2.) THE petitioner -company presented an application No. 453/2003 before this Court under Sections 391 to 394 of the Companies Act, 1951, requesting this Court to permit them to convene meetings of shareholders and creditors of the petitioner -company. This Court by order dated 9th July, 2003, granted the permission sought for. Accordingly the meeting of the creditors of the petitioner -company was convened and held on 4th August, 2003, at Bangalore. The said meeting was attended by 311 persons and they represented a debt of Rs. 76 crores 35 lakhs 44,884. Out of the same 310 ballot papers representing 66 crores 84 lakhs 69,280 -72, the value of debt has voted in favour of the Scheme while one ballot representing Rs. 50,75,604 was found to be against the Scheme of Arrangement. In other words, the Scheme of Arrangement was approved by the creditors constituting 99.68 per cent in number and representing about 99.24 per cent of the value of debts presented and voted.

(3.) THEREAFTER the petitioner -company has presented this petition under Section 394 of the Companies Act for sanctioning of the Scheme. After the Petition was admitted notice was ordered to Regional Director, Department of Company Affairs, Southern Region, Chennai. After service of notice he entered appearance and submitted a report. In the said report it is contended that the petitioner is a registered company having its registered office in the Sultanate of Oman and having a place of business in India at Bangalore but it is registered with the Registrar of Companies, National Capital Territory at Delhi, pursuant to Section 592 of the Companies Act, 1956 and he is looking after the compliance of various provisions of the Companies Act, 1956 relating to Foreign Companies carrying on their business in India and therefore the petition filed by the petitioner -company in this court is not maintainable as the petition ought to have been filed before the High Court of Delhi. It is further contended that the jurisdiction of this Court is analogous to the jurisdiction of the Registrar of Companies where the registered office of the company is situated, i.e., where the Company is registered and therefore it is not correct to file the company petition by the Transferor Company before this court as said company's Indian Office/business is registered with the Registrar of Companies, NCT at Delhi. It was further submitted that if there are any legal or any other proceedings pending against the Transferor Company, it will be known only to the Registrar of Companies, NCT at Delhi, and not to Registrar of Companies at Bangalore. Therefore it was submitted that a direction be issued to the petitioner -company to approach the Delhi High Court and dispose of this petition accordingly.