ATASH SEEDS PRIVATE LIMITED Vs. NIL.

JUDGEMENT

(1.) HEARD the learned counsel for the petitioner and the learned counsel for the respondents. The petitioner - company was incorporated on 30.08.2006 under the name and style of M/s. Atash Seeds Private Limited, in the State of Karnataka. The registered office of the petitioner - company is situated at Clause India Research Centre, Arjuna Bettahalli, Railway Gollahalli Post, Nelamangala Taluk, Bangalore -562 123.

(2.) THE authorised share capital of the company is Rs. 2,00,00,000/ - divided into 20,00,000 equity shares of Rs. 10/ - each and the issued, subscribed and paid -up share capital of the petitioner - company is Rs. 1,54,44,060/ - divided into 15,44,406 equity shares of Rs. 10/ - each fully paid up. The Board of Directors of the petitioner - company have approved the scheme of amalgamation on 18th October 2012 by virtue of which, the petitioner - company is proposed to be merged with the company known as 'Bisco Bio Sciences Private Limited (hereinafter called the 'Transferee company') subject to confirmation of this court and the High Court of Madhya Pradesh within whose jurisdiction the registered office of the Transferee company is situated. Under the scheme of amalgamation, it is claimed that no shares are being allotted to the petitioner - company, as the petitioner - company is a wholly owned subsidiary of the Transferee company and therefore, all the shares held by the petitioner - company will stand cancelled upon the scheme becoming effective and that the meetings of the shareholders, secured creditors and unsecured creditors of the petitioner -company has been dispensed with by an order passed in C.A. No. 160/2013 dated 22.2.2013 by this court. In further compliance of the said order, the petitioner - company having undertaken to issue notices of the petition to all the creditors about the date of hearing fixed for the petition, has been complied with.

(3.) TO this, the learned counsel for the petitioner has filed a rejoinder to declare that the remaining 100 shares which are referred to by the Registrar of Companies amounting to 0.01% of the total paid -up share capital of the petitioner - company is held by M/s. Groupe Limagrain Holding, Chappes, France and M/s. Group Limagrain Holding Chappes France has, under Section 187C of the Companies Act, 1956, declared that the beneficial interest in these shares is held by the Transferee company and the declaration given by M/s. Group Limagrain Holding Chappes France to the petitioner - company, is produced as Annexure -"A" and the requisite Form No. 22 -B has also been filed by the petitioner - company before the competent authority. Therefore, it is claimed that every private company is required to have a minimum of two/shareholders and therefore, a small number of shares is held by the aforesaid M/s. Group Limagrain Holding Chappes France, but the beneficial interest in the shares were held by the Transferee company and therefore, that the filing of the above requisite forms. The petitioner is the wholly owned subsidiary of the Transferee company and therefore, there is no impediment for the scheme to be sanctioned and also places reliance on a ruling of this court in the case of Nokia Siemens Network India Private Limited, A Company incorporated Under the Provisions of the Companies Act Vs. Nil, (2009) 150 CompCas 728 (Kar) . Following the consistent view taken by several other High Courts and reported decisions which are also referred to in the body of the said decision, having regard to the above sole objection as regards the petition being allowed being explained adequately, the petition is allowed in terms as prayed for and the scheme of amalgamation at Annexure -"A" is hereby sanctioned and shall bind the shareholders and creditors as also the Transferee company and its shareholders and creditors. The petitioner - company is ordered to be dissolved without winding up. The petitioner - company shall file a copy of this order with the Registrar of Companies in Karnataka and Registrar of Companies in Madhya Pradesh, within 30 days from the date of receipt of this order. The Registry is directed to draw up a decree in terms of Form 42 of the Company (Court) Rules.