THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.114 of 2011 (Dated : 24-11-2011) Between : LASER DOT LIMITED A company incorporated under the Companies Act, 1956 having its registered office at 3-4-480/3, Barkatpura, Hyderabad ….Petitioner/ Transferee Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.114 of 2011 ORDER: This company petition has been taken out under Sections 391 and 394 of the Companies Act, 1956, seeking sanction to the scheme of amalgamation. 2. LASER DOT LIMITED (hereinafter referred to as “the Transferee Company”) is incorporated under the Companies Act, 1956 on 08.2.1984 in the name and style “Laser Dot Private Limited’. The name of the company came to be changed to “Laser Dot Limited” and a fresh certificate of incorporation came to be obtained on 12-11- 1992. The company has its registered office at 3-4-480/3, Barkatpura, Hyderabad-500 027, India. 3. The authorized share capital of the Transferee Company as on 31st March, 2010 is Rs.4,50,00,000/- divided into 45,00,000 equity shares of Rs.10/- each. The issued share capital of the Transferee Company is Rs.3,82,50,300/- divided into 38,25,030 Equity shares of Rs.10/- each. The subscribed capital of the Transferee Company is Rs.3,77,92,300/- divided into 37,79,230 equity shares of Rs.10/- each fully paid up. Out of the subscribed capital of the Transferee Company, equity share capital of Rs.1,95,63,000/- divided into 19,56,300 equity shares came to be forfeited. The paid up capital of the company post forfeiture of 19,56,300 equity shares is Rs.1,82,29,300/- divided into 18,22,930 equity shares of Rs.10/- each fully paid up. 4. The objects of the company are; to carry on the business of process house in graphic arts, art work to printing, scanner, colour separation by means of computerized and/or electronic devices, plate making, printers, electrotypers, photographic priniters, photo- lithographers, printing accessories and products, etcetera, more fully described in para 11(i) of Company Petition. 5. Esha News Monitoring Services Private Limited (hereinafter referred to as “the Transferor Company”) was incorporated on 25-3- 2004 at Mumbai under the Companies Act, 1956 under the name of “Esha News Monitoring Services Private Limited”. The registered office of the Transferor company is situated at Krushan Commercial Complex, 9/10th Floor, above Shoppers Stop, M.G.Road, Chembur (West), Mumbai-400 089, Maharashtra, India. 6. The authorized share capital of the Transferor Company as on 31- 3-2010 is Rs.8,00,00,000/- divided into 80,00,000 Equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs.2,99,20,000/- divided into 29,92,000 equity shares of Rs.10/- each fully paid up. 9,61,000 equity shares of Rs.10/- each are issued as fully paid up bonus shares. 7. The objects of the Transferor Company are; to carry on the business of providing news, commercial, advertisement and documentary monitoring services, recording news, advertisement and documentaries on video tapes, compact disc or on any other media to transfer/convert recorded tapes from one mode to another mode for individual, Firms, banks, body corporate, factories, financial institution, Government undertaking Stock Exchanges in India or abroad. 8. In terms of the scheme of amalgamation, the Transferor Company proposes to merge with the Transferee Company. The Board of Directors of the Transferee Company have approved the scheme of amalgamation. The Transferee company filed Company Application No.543 of 2011 seeking appointment of a chairperson for the purpose of convening the meeting of the shareholders. This Court by order dated 20-6-2011 appointed Sri Rajender Reddy, a practicing Advocate, to act as Chairman of the meeting. The chairperson conducted the meeting and placed on record his report. As per the report, 31 members were present at the meeting in person, through representative and/or by proxy and out of them, 29 members present in person voted for the resolution approving the scheme and ballot of two members came to be rejected as invalid. 9. The Transferee Company has only one secured creditor, i.e., RGE Digital Imaging Solutions Pvt. Limited. The consent letter from the secured creditor finds place at Page No.246 of the material papers. The consent letter obtained from another secured creditor, i.e., Vijaya Bank finds place at page No.241 of the material papers. There are six unsecured creditors, namely, Laser Dot Limited, Bromide Chemical Industries, Padma Graphics, Reliance Graphic Enterprises, RGE Digital Imaging Solutions Pvt. Limited and Sri Divya Sakthi Graphics. All the unsecured creditors placed on record their consent letters, which find place at Page Nos.242 to 247. 10. Hence, this company petition seeking the relief stated supra. 11. The company petition came to be admitted on 01-7-2011. The petitioner was directed to take out publication in “Times of India”, English daily and “Sakshi” telugu daily of Hyderabad edition indicating the date of hearing of the company petition. Accordingly, the petitioner took out publication and filed proof of the same. 12. The Regional Director, South East Region, Hyderabad filed his affidavit. It is stated in para (14) of the affidavit that the petitioner- Transferee Company has provided incomplete information with respect to the present shareholding pattern. As per the records of MCA 21 the petitioner has filed Annual Return made up to 22-09- 2010 which being the latest one and as per the said Annual Return, there are 805 shareholders holding 1,82,29,930 equity shares in the company. The petitioner filed clarificatory affidavit. In para (6) of the affidavit, it is stated as hereunder:- “6. As far as the contents of paragraph 14 of the Affidavit are concerned, the petitioner Transferee Company hereby requests that liberty may be granted to make amendment in the petition filed by the petitioner Transferee Company within a time frame provided by the Hon’ble Court. However, the petitioner Transferee Company provides the complete and correct information with respect to the present shareholding pattern, which is as follows: Category No of shares held % of shareholding Govt.{ Central & State (s)} Nil Nil Govt. Companies Nil Nil P u b l i c Financial Institutions 1,000 0.05 Nationalised/Other Banks Nil Nil Mutual Funds Nil Nil Venture Capital Nil Nil Foreign Holdings Nil Nil Bodies Corporate 1,83,500 10.07 Directors/Relatives of Directors Nil Nil O t h e r top 50 shareholders (other than those listed above) Nil Nil Others (individuals) 4,39,150 24.09 Non-Institutions 11,99,230 65.79 Total 18,22,930 100 ‘’ 13. Heard learned counsel appearing for the petitioner and learned Assistant Solicitor General representing the Regional Director, South East Region, Hyderabad. 14. It is contended by the learned counsel appearing for the petitioner that the Transferor Company moved similar petition before the Bombay High Court and the said company petition came to be admitted on 8-7-2011 and the matter is pending adjudication before the Bombay High Court. 15. The only objection raised by the Regional Director in his affidavit is with regard to the discrepancy of the shareholding pattern. The petitioner filed a clarificatory affidavit and the same has been extracted supra. 16. From the material on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to the public policy. 17. In view of the affidavit of the Regional Director, South Eastern Region, Ministry of Corporate Affairs and there being no opposition from any quarter for the proposed scheme and as all the statutory compliances have been fulfilled, I do not see any impediment in granting sanction to the scheme of amalgamation as proposed by the petitioner. 18. Accordingly, this Company Petition is allowed sanctioning the scheme of amalgamation, subject to the Transferor Company getting similar orders from the Bombay High Court. The parties to the scheme or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to working of the scheme and the petitioners do lodge an authenticated copy of this order with the Registrar of Companies within 30 days from today. The petitioner shall pay costs of Rs.5,000/- to the Regional Director (South Eastern Region), Ministry of Corporate Affairs, Hyderabad. Costs are to be paid within four weeks from today. _____________________ B.SESHASAYANA REDDY, J Dt.24-11-2011 RAR