THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.26 and 27 of 2011 Date:15th April,2011 Vinod Real Estates Private Limited, H.No.1-123, 3rd Block, 8th Floor, My Home Hub, Hi-Tech City, Madhapur, Hyderabad – 500 081, rep. by Sri J.Jagapathi Rao, Director. …Transferor Company/ Petitioner in C.P.No.26 of 2011 *** My Home Constructions Private Limited, H.No.1-123, 3rd Block, 8th Floor, My Home Hub, Hi-Tech City, Madhapur, Hyderabad – 500 081, rep. by its Managing Director Sri J.Jagapathi Rao. ….Transferee Company/ Petitioner in C.P.No.27 of 2011 *** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.26 and 27 of 2011 COMMON ORDER: These two Company Petitions have been taken out under Sections 391 and 394 of the Companies Act, 1956, (for short, ‘the Act’) r/w. Rules 79, 80, 81 and 9 of the Companies (Court) Rules, 1959, seeking approval of the proposed scheme of amalgamation, with effect from 01.01.2011. 2. Vinod Real Estates Private Limited (hereinafter referred to as “the Transferor Company”) is the petitioner in Company Petition No.26 of 2011. My Home Constructions Private Limited (hereinafter referred to as “the Transferee Company”) is the petitioner in Company Petition No.27 of 2011. 3. The above Company Petitions came up for hearing on 04.03.2011. Notice was directed to be taken out to the Regional Director, Ministry of Corporate Affairs, Chennai, the Registrar of Companies, Andhra Pradesh, Hyderabad and to the Official Liquidator, Hyderabad. The petitioners were also directed to take out publication in THE HINDU, English daily and in VAARTHA, Telugu daily, Hyderabad Editions. The petitioners took out notices to the authorities indicated above and also publications in THE HINDU, English Daily and in VAARTHA, Telugu daily and filed proof of publications. 4. No objections have been received from any quarter. The Official Liquidator and the Registrar of Companies, Andhra Pradesh, Hyderabad, placed on record their reports. 5. Heard learned counsel appearing for the petitioners and perused the proposed scheme of amalgamation, report of the Official Liquidator and the affidavit of the Registrar of Companies. 6. The authorized share capital of the transferor company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up capital is Rs.4,95,500/- divided into 49,550 equity shares of Rs.10/- each. The main objects of the transferor company are: to construct, erect, build, repair, remodel, demolish, develop, improve, grade, etc., as detailed in para.4 of the Company Petition No.26 of 2011. 7. The authorized share capital of the transferee company is Rs.6,00,00,000/- divided into 60,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up capital of the transferee company is Rs.3,66,35,350/- divided into 36,63,535 equity shares of Rs.10/- each.. The main objects of the transferee company are: to construct, erect, build, repair, remodel, demolish, develop, improve, grade, etc. as detailed in para.10 of the Company Petition No.26 of 2011. 8. The main features of the scheme of amalgamation are set out in paras.18 and 19 of the Company Petition Nos.26 and 27 of 2011 respectively. The share holders of the transferor company have submitted their affidavits expressing their no objection for approval of the proposed scheme of amalgamation. There are no secured creditors to the transferor company. There is only one unsecured creditor and he has also placed on record his affidavit reporting no objection for the proposed scheme of amalgamation. The transferor company filed Company ApplicationNo.155 of2011 to dispense with the meeting of the unsecured creditor and the said application came to be allowed on 25.02.2011. 9. The transferee company has placed on record the affidavits of the shareholders reporting no objection to the proposed scheme of amalgamation. There are no secured and unsecured creditors to the transferee company. The transferee company moved Company Application No.156 of 2011 to dispense with the meeting of the shareholders and the said Company Application came to be allowed on 25.02.2011. 10. The Board of Directors of both the transferor and transferee companies in the meeting held on 11.02.2011 resolved to approve the scheme of amalgamation. 11. No objections have been received from any quarter resisting the proposed scheme of amalgamation. As per averments in the petitions, the transferee company earned a profit of Rs.13.99 crores for the year ended 31.03.2010 and it has reserves to the extent of Rs.314.07 crores. Similarly, the transferor company earned a profit of Rs.1.62 crores for the year ended 31.03.2010 and it has reserves to the extent of Rs.105.76 crores. Thus, the financial position of both the Companies is very sound and the merger will not fasten any liability on the transferor company and on the other hand, the merged entity will result creation of better and sound merged undertaking. The employees of the transferor company are in no way affected by the proposed scheme of amalgamation of the transferor company with the transferee company. 12. The Official Liquidator’s report indicates that the affairs of the companies appear to have not been conducted in a manner prejudicial to the interest of the members or to public interest. 13. From the material placed on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the scheme. The proposed scheme of amalgamation does not affect the employees of the Transferor Company in any manner and they would continue to enjoy the same benefits as they used to before the proposed amalgamation. In the facts and circumstances, I do not see any impediment in granting sanction to the scheme of amalgamation as proposed, since all the requisite statutory compliances have been fulfilled. 14. The parties to the scheme of amalgamation or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the scheme of amalgamation; and the transferor company and the transferee company shall pay a sum of Rs.5,000/- (Rupees five thousand only) each to the Assistant Solicitor General and the also to the Official Liquidator attached to this Court, each towards the costs of this petition. The transferor company to lodge an authenticated copy of this order and the scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 15. The transferor company and the transferee company do file with the Registrar of Companies an authenticated copy of this common order and the scheme within 30 days from this date. 16. Accordingly, both the Company Petitions are allowed. ______________________ B.SESHASAYANA REDDY, J. Date:15th April, 2011. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.26 and 27 of 2011 Date:15th April, 2011