OLAM AGRO INDIA LIMITED Vs. STATE

JUDGEMENT

(1.) THE present petition has been filed under Sections 391 -394 of the Companies Act, 1956 (the Act) read with Rule 9 of Companies (Court) Rules, 1959 for sanctioning the scheme of arrangement. The approval of the Company Court is sought to de -merge "Manufacturing/Processing and Trading Division" of the transferor company i.e. Olam Agro India Limited (for short "Olam") into the transferee company i.e. Hemarus Industries Limited. Both the transferor and transferee company are incorporated under the provisions of the Act.

(2.) OLAM was initially incorporated under the Companies Act. 1956 on 28th October, 1994 with the Registrar of Companies, Kerala under the name and style of Olam Exports (India) Private Limited. The registered office of the Company was shifted from the State of Kerala to the NCT of Delhi vide Company Law Board (CLB), Southern Region Bench, Chennai order dated 14th October, 2005. The name of the company was changed to Olam Agro India Limited vide certificate of incorporation dated 18th November, 2009 and its registered office was shifted from the State of Delhi to the State of Haryana vide CLB, Northern Region Bench, New Delhi order dated 15th January, 2010. The registered office of the company is presently at Gurgaon. The Memorandum and Articles of Association of Olam are at Annexure P -1. The audited balance sheets of Olam as on 1st April, 2012 as certified by the auditors of the company have been tabulated in para. 2 of the petition. A certified copy of the audited balance sheet as on 31st March, 2012 is at Annexure P -2. Its share capital structure as on 31st March, 2013 has been shown in para. 3. It is stated that there has been no change in authorized, issued, subscribed and paid up capital structure of Olam till the date of filing of the company petition.

(3.) HEMARUS transferee company was incorporated under the Companies Act, 1956 on 27th January, 2006 with the Registrar of Companies, Andhra Pradesh under the name and style of Hemarus Technologies Limited. The name was later on changed to Hemarus Industries Limited vide certificate of incorporation dated 28th December, 2010. Its registered office was shifted from the State of Andhra Pradesh to the State of Haryana vide order of the Ministry of Corporate Affairs through Regional Director, Southern Region, Chennai dated 7th January, 2013. Presently, its registered office is at Gurgaon. Both the companies are within the jurisdiction of this Court. The audited balance sheets of Hemarus as on 31st March, 2012 is at Annexure P -4. This company has also not made any change in authorized, issued, subscribed and paid up capital structure till the date of filing of the company petition.