THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.1617 & 1618 of 2011 (Dated : 21-10-2011) Between: Grandeur Homes Private Limited M.G.Road, Secunderabad- 500 003. (Applicant in C.A.No.1617 of 2011) Citadel Homes Private Limited M.G.Road, Secunderabad (Applicant in C.A.No.1618 of 2011) ….Applicant THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.1617 & 1618 of 2011 COMMON ORDER: These two company applications have been taken out under Sections 391 and 394 of the Companies Act, 1956 read with Rule 34 and 9 of the Companies (Court) Rules, 1959 to dispense with the convening and holding of the meeting of the shareholders and creditors of the applicant companies. 2. Grandeur Homes Private Limited (hereinafter referred to as “the Transferor Company”) is the applicant in Company Application No.1617 of 2011. Citadel Homes Private Limited (hereinafter referred to as “the Transferee Company”) is the applicant in Company Application No.1618 of 2011. 3. The Transferor Company was incorporated on 25-01-2007 as a private limited company. The registered office of the company is situated at 5-4-187/3 & 4, 3rd Floor, M.G.Road, Secunderabad-500 003. The authorized share capital of the company as on 31st March 2011 was Rs.8,70,00,000/-. The issued, subscribed and paid up capital of the company as on 31st March 2011 was Rs.8,53,55,190/- . The main objects of the Transferor company as set out in the memorandum of association are:- to purchase, construct, erect, build, improve, develop, repair, remodel, demolish and/or maintain landed property, plots, buildings, structured houses, apartments, townships, multistoried complexes, landscapes, golf courses, business entertainment infrastructure, convention centers, etcetera. The company has been engaged in the business of (a) Construction/development of residential project named “spelndour” being undertaken on land admeasuring Ac.4-16 guntas located in Gajularamaram village, Quthbullapur Mandal, Ranga Reddy District in the northwest side of Hyderabad near Kukatpali (“Splendour Project”) (b) Construction/development of residential project named “Emerald Heights” is being on land admeasuring Ac.10-20 guntas located in Ghanapur village, Ghatkesar Mandal, Ranga Reddy District in the east side of Hyderabad near Singapore City (“Emerald Project”). 4. The Transferee Company was incorporated on 10th June 2008 as a private limited company under the name and style “Citadel Homes Private Limited”. The registered office of the company is situated at 5- 4-187/3 & 4, 3rd Floor, M.G.Road, Secunderabad-500 003. The authorized share capital of the Transferee Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company as on 31st March 2011 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. 5. The main objects of the Transferee company as set out in its memorandum of Association are:- To purchase, construct, erect, build, improve, develop, repair, remodel, demolish and/or maintain landed property, plots, buildings, structured houses, apartments, townships, multistoried complexes, landscapes, golf courses, business entertainment infrastructure, convention centers, constructions, properties and to dispose maintain or lease out the same and to purchase, acquire through lease, exchange or in any other lawful manner any area, land, buildings, structures and to remodel etcetera. 6. Under the scheme of arrangement, Splendour is being demerged from the Transferor company and vested in the Transferee company. The reasons for demerger of the Splendour project from the Transferor company and vesting the same with the Transferee Company are:- (a) Better focus, more productive and optimum utilization of various resources, which in turn would enable the companies to participate more vigorously and profitably in an increasingly competitive and liberalized market. (b)Enhancing the scale of operations and management of overheads, administrative, managerial and other expenditure, operational rationalization and organization efficiency; and (c) Improved stakeholder value for both the companies. 7. The Board of Directors of the Transferor and Transferee Companies, in their respective meetings, have unanimously approved the scheme subject to the approval of their shareholders and sanction of the scheme by this Court. 8. The Transferor Company has two shareholders. Both of them have accorded their consent in writing by way of notarized affidavits. The Transferor Company has five secured creditors. Two of the secured creditors, namely, Axis Bank and Kotak Mahindra Bank have issued letters reporting no objection for the proposed scheme. The Transferor Company undertakes to obtain and file similar no objection letters from the other three secured creditors before disposal of the company petition seeking sanction of the scheme. The Transferor Company has one unsecured creditor who has given consent under letter dated 14-9-2011. Sundry creditors of the Transferor Company are listed out in Annexure K to the company application 1617 of 2011. They are various suppliers and in the nature of trade credits and the amounts due to them will be paid in accordance with the normal trading/commercial cycle. 9. The Transferee Company is wholly owned subsidiary of M/s. Modi Builder and Realtors Private Limited. The holding company of the Transferee Company has considered the proposed scheme and has given its consent in writing agreeing to the said scheme. The consent affidavit of the holding company finds place at page Nos.91 & 91 (Annexure G) to the company application No.1618 of 2011. 10. The Transferee Company has no secured or unsecured creditors. Hence, these two applications have been filed to dispense with the meeting of the shareholders and the creditors to consider the scheme of arrangement. 11. Heard learned counsel appearing for the applicants and perused the material brought on record. 12. There are only two shareholders in the Transferor Company and both of them have placed on record their notarized affidavits consenting for the proposed scheme of arrangement. The Transferee Company is wholly owned subsidiary of M/s. Modi Builder and Realtors Private Limited. The holding company has placed on record the consent affidavit. There are only 5 secured creditors in the Transferor Company and of them; two secured creditors have issued letters consenting for the proposed scheme of arrangement (Demerger). In that view of the matter, there is no need of convening the meeting of the shareholders of the Transferor and Transferee companies. 13. Accordingly, the applications are allowed dispensing with the convening the meeting of the shareholders and creditors of the Transferor Company and the shareholder of the Transferee Company. The Transferor Company undertakes to place on record similar consent letters from the other three secured creditors. _____________________ B.SESHASAYANA REDDY, J Dt.21-10-2011 *RAR