THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY PETITION No.186 OF 2010 Dated: 24.11.2010 Between : In the matter of Companies Act, 1956 (1 of 1956) And In the matter of Sections 391 and 394 of the said Act And R.A.K. Ceramics India Private Limited, a company Incorporated under the Companies Act and having its Registered office at Second Floor, Jaya Mansion, Block B-126, S.D. Road, Secunderabad-500 003, Andhdra Pradesh. … Petitioner/Transferee Company THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY PETITION No.186 OF 2010 ORDER : The petitioner company - R.A.K. Ceramics India Private Limited (hereinafter referred to as the ‘Transferee Company) filed this company petition under Sections 391 to 394 of the Companies Act, 1956 with a prayer to sanction the scheme of amalgamation of Ras Al Khaimah Ceramics (India) Private Limited (hereinafter referred to as the Transferor Company) with the Transferee Company and to declare that the same is binding on both the companies and their respective members and creditors. The petitioner – Transferee Company was incorporated on 09.01.2004 under the Companies Act, 1956, having its registered office at Secunderabad, A.P. Its authorized share capital is Rs.600,000,000/- divided into 60,0000 equity shares of Rs.10/- each. Its issued, subscribed and paid-up share capital is Rs.471,674,070/- divided into 47,167,407 equity shares of Rs.10/- each. The copy of the latest audited annual account as on 31.12.2009 of the petitioner company as well as the un-audited balance sheet and profit & loss account as on 30.06.2010 showing the latest financial position have been filed along with the company petition. The petitioner – Transferee company was initially formed with the objects of carrying on the business of manufacturers, buyers, sellers, importers, exporters, distributors of dealers in all kinds of polished, unpolished and glazed ceramic wall and floor tiles, slabs and sanitary ware. At present it is engaged in the business of manufacture and sale of vitrified tiles and sanitary ware products and etc. (morefully described in paras 5 & 6 of the affidavit filed in support of the company petition). The Transferor Company – Ras Al Khaimah Ceramics (India) Private Limited was incorporated under the Companies Act, 1956 on 01-10-2003 having its registered office at Mumbai. The authorised share capital of the Transferor Company is Rs.120,000,000/- divided into 12,00,000 equity shares of Rs.10/- each. Its issued, subscribed and paid-up share capital is Rs.120,000,000/- divided into 12,00,000 equity shares of Rs.10/- each. The Transferor Company was incorporated with the main objects of carrying on business of exporting and importing, distributing, promoting sale of wide range of ceramic / vitrified floor and wall tiles and slabs and vitreous China sanitary ware products and etc., (morefully described in para-11 of the affidavit filed in the company petition). The copy of the latest audited annual accounts as on 31.03.2009 as well as the summarised financial position of the Transferor Company based on the said balance sheet have been filed. The un-audited balance sheet and profit & loss account as on 30.06.2010 of the Transferor Company have also been filed. By resolution dated 2.7.2010 the Board of Directors of the petitioner – Transferee Company - approved the scheme of amalgamation of the Transferor Company with the Transferee Company subject to the sanction by this Court and other authorities that may be necessary. The salient features of the scheme of amalgamation have been specified in para-16 of the affidavit filed in support of the company petition. It is also stated that by order dated 6.9.2010 in Company Application No.702 of 2010 this Court had dispensed with the convening and holding of the meeting of the equity shareholders as well as secured creditors and unsecured creditors including trade creditors of the petitioner - Transferee Company. Thereafter the present company petition has been filed by the Transferee Company seeking sanction of the scheme of amalgamation. It is stated that similar application has been filed by the Transferor Company in the High Court of Judicature of Bombay on 27.8.2010 and the same was admitted on 3.9.2010. By order dated 7.10.2010 this Court directed notice to the Regional Director, Southern Region, Ministry of Company Affairs, Chennai as well as the Registrar of Companies, A.P., Hyderabad and also ordered publication of notice in A.P. Gazette and Times of India and Vaartha editions in circulation in the State of A.P. Accordingly, the notices were served and the paper publications were made and the petitioner filed proof of service into Court. Having received the notice, the Registrar of Companies, A.P., Hyderabad filed an affidavit dated 8.11.2010 raising the following objections: “(a) As the transferor company is having its registered office in the State of Maharashtra, the scheme is subject to approval of the Hon’ble High Court at Bombay also. (b) The transferee company should pay the Stamp Duty wherever applicable as per the Regulations of Andhra Pradesh Stamp Act. (c) The petitioner company has to furnish the NOCs obtained from secured creditors and unsecured creditors other than trade creditors as directed by the Hon’ble Court.” I have heard Sri T. Surya Sathish, the learned counsel for the petitioner as well as the learned Assistant Solicitor General, appearing for the Registrar of Companies, A.P., Hyderabad. With regard to the objection No.3 raised by the Registrar of Companies, the petitioner filed the consent letters of all the secured and unsecured creditors of the petitioner – Transferee Company – vide Memo dated 9.11.2010. So far as objection No.2 is concerned, the learned counsel for the petitioner submitted that upon sanction of the scheme the stamp duty as required under the Stamp Act would be paid by the Transferee Company so as to make the scheme effective. With regard to the objection No.1, it is submitted by the learned counsel for the petitioner that Company Petition No.542 of 2010 on the file of the High Court of Bombay filed by the Transferor Company is pending and a date has already been fixed for hearing. Having regard to the fact that the petitioner / Transferee Company has satisfactorily answered the objections taken by the Registrar of Companies, particularly in view of the fact that the scheme of amalgamation is not opposed to any provision of law or public interest, I am of the opinion that it is a fit case for granting sanction of the scheme of amalgamation as sought by the petitioner. Accordingly, the Company Petition is allowed and the Scheme of Amalgamation is approved subject to the approval of the same by the High Court of Bombay in the Company Petition filed by the Transferor Company. A copy of this order shall be filed before the Registrar of Companies within 30 days from the date of receipt of this order. _____________ G. ROHINI, J. Dt. 24.11.2010 gbs