THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.68 & 69 of 2010 (Dated : 10-06-2010) C.P.No.68 of 2010 Between: M/s.Katra Industries Private Limited, rep. By its Director Sri S.V.Rama Rao ….Petitioner/Transferor Company C.P.No.69 of 2010 Between: M/s. SIEC India Private Limited, Rep. By its Director Sri N.Sivannarayana ….Petitioner/Transferee Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.68 & 69 of 2010 COMMON ORDER: These two Company Petitions have been taken out under Sections 391 and 394 of the Companies Act, 1956 seeking sanction to the proposed scheme of amalgamation. 2. More precisely, Company Petition No.68 of 2010 is filed by M/s.M/s.Katra Industries Private Limited (hereinafter referred to as “Transferor Company”) and Company Petition No.69 of 2010 is filed by M/s. SIEC India Private Limited (hereinafter referred to as “Transferee company”). 3. The Transferor company was incorporated as a private limited company under the name and style of M/s.Katra Industries Private Limited in the State of Andhra Pradesh on 24th July, 1996. The registered office of the Transferor company is situated at Madhu Gardens, Moghalraj Puram, Vijayawada, Andhra Pradesh. The authorized share capital of the Transferor company as on 31st March, 2009 was Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Transferor Company as on 31st March 2009 was Rs.46,18,000/- divided into 4,61,800 equity shares of Rs.10/- each. 4. The main objects of the Transferor company are to establish, set up, operate any where in the world, facilities, workshops and projects for manufacture, assembling, fabrication, erection of repair and maintenance and trading in all and any types of machinery and equipment for use and application in any industry, process or business or otherwise. 5. The Transferee company was originally incorporated as a public limited company in the name and style of Standard Industrial Engineering Company Limited in the State of Andhra Pradesh on 27th October, 1995. Later on, the company was converted into private llimited company and obtained fresh certificate of incorporation from the Registrar of Companies, Andhra Pradesh, Hyderabad. Later, the company had changed its name as M/s.SIEC India Private Limited and obtained fresh certificate of incorporation from the Registrar of Companies on 3.11.2009. The registered office of the Transferee company is situated at Madhu Gardens, Moghalraj Puram, Vijayawada. The authorized share capital of the Transferee company as on 31st March, 2009 was Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Transferee company as on 31st March, 2009 was Rs.57,41,000/- divided into 5,74,100 equity shares of Rs.10/- each. 6. The main objects of the Transferee company are to establish General Engineering workshops, to carry all General Engineering Works of whatever description and to design, fabricate, erect, paint and sheeting of structural steel works like construction of power plants, steel plants, railways and to undertake civil construction works, electrical works and mechanical works etc. 7. The transferor company and Transferee company are engaged in similar activities. In order to have optimum utilization of the premises and plant and machinery, the Transferor company is proposed to be merged with Transferee company. The Board of Directors of the Transferor and Transferee companies at their respective meetings held on 4.11.2009 approved the scheme of amalgamation of the Transferor company with effect from 01.4.2009 subject to the approval/consent of the shareholders and confirmation by this Court. 8. As per orders in Company Application No.1989 of 2009, this Court appointed Chair-person to conduct meeting of the shareholders of the Transferor company. Accordingly, the Chairperson conducted meeting of the shareholders of the Transferor company on 6th March, 2010 at 11 A.M at Madhu Gardens, Moghalrajapuram, Vijayawada. In the said meeting, 12 shareholders participated in person and whereas nominees of four members by proxies and the scheme of amalgamation came to be approved by the shareholders who are present in person/proxies. The Chair-person reported the result of the said meeting to this Court on 10th March,2010. 9. As per orders in Company Application No.1990 of 2009, this Court appointed Chair-person for convening the meeting of the equity shareholders of the Transferee company. The Chair-person conducted meeting of the shareholders and placed on record his report before this Court on 10th March, 2010. The shareholders approved the scheme of amalgamation. 10. Both the petitions came to be admitted on 12th April, 2010. The petitioners were directed to take out notice to the Regional Director, Ministry of Corporate Affairs, Chennai and the Official Liquidator. The petitioners were also directed to take out publication in “The New Indian Express” English daily and “Andhra Prabha” Telugu daily of Viajawada Edition fixing the date of hearing of the application as 03.6.2010. 11. Affidavit of service under Rule 30 read with Rule 9 of the Companies (Court) Rules, 1959 has been placed on record indicating the proof of paper publication. The Registrar of Companies placed on record his affidavit, wherein it is stated that the Transferor and Transferee companies have to obtain and produce “No Objection Certificates” from secured and unsecured creditors and that the Transferee company should pay the Stamp Duty, as per Regulations of the Andhra Pradesh Stamp Act. 12. The Official Liquidator placed on record his report , vide O.L.R.No.258 of 2010. It is stated in the report that the affairs of the Transferor company do not appear to have been conducted in a manner prejudicial to the interest of its members or to the public interest. 13. The Transferor company placed on record No Objection Certificate from the secured creditors and so also the Transferee company placed on record No Objection Certificates from the unsecured creditors. 14. Heard learned counsel appearing for the petitioner in both the petitions, learned counsel appearing for the Official Liquidator and learned Assistant Solicitor General representing the Registrar of Companies and perused the material brought on record. 15. 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 public policy. None of the parties concerned have come forward to oppose the scheme. 16. Having considered the reports of the Registrar of Companies and the Official Liquidator 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 parties. 17. Accordingly, these Company Petitions are allowed sanctioning the scheme of Amalgamation. 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 Transferor company do 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, within 60 days from the date of this order. The petitioners in both the Company Petitions are to pay costs of Rs.5,000/- each to the Assistant Solicitor General and the learned counsel representing the Official Liquidator towards costs of these petitions and the said companies do file with the Registrar of Companies a certified copy of this order within 30 days from today. Costs are to be paid within four weeks from today. _____________________ B.SESHASAYANA REDDY, J Dt. 10-06-2010 RAR THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.68 & 69 of 2010 (Dated : 10-06-2010)