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High Court of Andhra Pradesh
RAMESH RANGANATHAN
M/s. Northgate Technologies Limited
Versus
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COMPANY PETITION Nos.191 to 193 OF 2011
Decided On : 28-03-2012
A.P. Cooperative Societies Act – Section 61 – Loan on surety of property – Non-payment of – Auction Sale of property - Award holding petitioner liable to pay amount with interest – Petitioner appears to be a proprietary concern owned by With an objective of establishing a food processing unit approached the 1st respondent to sanction loan facility to utilize a sum of Rs.15,00,000/-was extended by the 1st respondent and the said amount was accordingly utilized wife of by name is said to have stood as a guarantor. Since the amount was not repaid, the 1st respondent initiated proceedings under Section 61 of the A.P. Cooperative Societies Act before the Arbitrator/Deputy Registrar of Cooperative Societies petitioner remained ex parte. An award was passed holding that the petitioner is liable to pay a sum of Rs.26,13,441.25 ps. with interest at the rate of 18% per annum and penal interest at 2% per annum with half yearly rests from appeal preferred by the petitioner was rejected execution of the award was initiated - One of the properties offered as surety was sold 3rd respondent in W.P.No.388 of 2007 emerged as the successful bidder for a sum of Rs.53.60lakh said writ petition is filed challenging the award as well as the consequential proceedings. W.P.No.18173 of 2007 is filed with a prayer to declare the levy of penal interest and future interest in award as illegal and arbitrary, by seeking amendment of the prayer in the writ petitioner challenges the award also –Held, Resultant auction, the value of the property was not mentioned as reflected in the basic value register. Even where the property is brought to sale in execution under Order XXI C.P.C., it is mandatory for the executing Court to mention not only the value furnished by the judgment debtor and the decree holder but also the one reflected in the basic value register - It is not in dispute that the sale notice did not reflect the market value of the property. Court took that any lapse or failure in mentioning the value of the property would vitiate the proceedings award passed by the Arbitrator as well as the consequential sale are liable to be set aside - Though this Court finds that the sale of the property deserves to be set aside, the interests of the 1st respondent cannot be ignored loan was borrowed way back in the year 1997 - Even by the lowest of the estimates and calculations, the amount would become double by this time petitioner needs to be required to deposit that amount as a condition precedent for setting aside the award and the resultant sale. Further, the auction purchaser must not only be refunded the amount deposited by him, but also the interest, which the 1st respondent pays on the fixed deposits made with it. In addition to that, the petitioner must be required to pay a sum of Rs.1,00,000/-to the 3rd respondent/auction purchaser – Writ petitions are allowed.
C.P.No.191 of 2011 is filed by M/s.Northgate Technologies Limited (hereinafter referred to as ‘demerged -transferee company’) to sanction the composite scheme of arrangement and amalgamation under Sections 391 and 394 read with Sections 100 to 103 of the Companies Act, 1956 (the Act).
The demerged -transferee company was originally incorporated under the name and style of Garden Cements Private Limited in Rajasthan on 11.06.1991. On becoming a public limited company, with effect from 01.06.1992, the said company changed its name to Sigma Comp Soft Technologies Limited, and shifted its registered office from Rajasthan to Andhra Pradesh. The change of its registered office was confirmed by the Company Law Board, New Delhi on 22.03.2002, and a fresh certificate of registration was issued on 12.06.2002. The Company again changed its name to M/s.Northgate BPO Services Limited, and a fresh certificate of incorporation was issued by the Registrar of Companies, Andhra Pradesh on 02.12.2002. The Company once again changed its name to M/s.Northgate Technologies Limited, and a fresh certificate of incorporation was issued by the Registrar of Companies, Andhra Pradesh on 28.09.2005.
The registered office of the demerged – transferee company is situated at Hyderabad. Its authorised share capital is Rs.50,00,00,000/-divided into 5,00,00,000/-equity shares of Rs.10/-each. Its issued, subscribed and paid up capital is Rs.49,14,71,008/-divided into 4,90,18,590 equity shares of Rs.10/-each, and its forfeited share capital is Rs.12,85,108/-. The main objects of the demerged – transferee company is to design, develop, acquire, assemble, manufacture, distribute, transit, maintain, mortgage, transfer, purchase, sell, hire, lease, import, export, act as a dealer, franchiser, provide management and marking services in the field of data transmission, software development, e-commerce business solutions, hardware, peripherals, consumables, network computers, related activities globally and indigenously, and to run software training institutions. The objects also include providing hi-tech consulting and services on management of informatics and technology for enterprise excellence ((MINT-EX) by project management, internet service provider, web applications development, corporate training, business automation analysis, internet advertisements, to set up and run electronic data processing centres, to carry on business of data/word processors, development of management information system, computerisation feasibility study etc. For the financial year ending 31.03.2011, the demerged – transferee company suffered a loss of Rs.24,99,92,168/-.
C.P.No.192 of 2011 is filed by M/s. Northgate Com Tech Limited (hereinafter referred to as ‘the resulting company’) for sanction of a composite scheme of arrangement and amalgamation under Sections 391 and 394 of the Act. The resulting company was incorporated as a private limited company in Andhra Pradesh on 28.05.2010. It became a public limited company, and a fresh certificate of incorporation was issued by the Registrar of Companies, Andhra Pradesh on 01.08.2011. The registered office of the resulting company is situated at Hyderabad. Its authorised share capital is Rs.5,00,000/-divided into 50,000 equity shares of Rs.10/-each. The main objects of the resulting company is to design, develop, carry on business of development of software tools and platforms providing fast, flexible and reliable commodities trading tools, to provide order management and risk management software tools for global commodity markets using quantitative derivative and neuro models, carry on business and become a member of multi-commodity exchanges and spot exchanges, engage in trading and clearing activities including derivative contracts and options contracts, participate in ready delivery and forward contracts, specific delivery contracts, future contracts etc. For the financial year ending 31.03.2011, the resulting company did not
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