THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.81 to 96 of 2011 Date:04th August, 2011 M/s.Dheeraj Developers Private Limited, a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. rep. by its Director Sri P.V.Raju …1st transferor Company/ Petitioner in C.P.No.81 of 2011 *** M/s.Hemanth Estates Private Limited, a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. ….2nd transferor Company/ Petitioner in C.P.No.82 of 2011 *** M/s.Jyostna Developers Private Limited a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. …3rd transferor Company/ Petitioner in C.P.No.83 of 2011 *** M/s.Meghana Estates Private Limited, a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. ….4th transferor Company/ Petition in C.P.No.84 of 2011 *** M/s.Mounika Developers Private Limited, a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. ….5th transferor Company/ Petitioner in C.P.No.85 of 2011 *** M/s.Ranjita Developers India Private Limited a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. ….6th transferor Company/ Petitioner in C.P.No.86 of 2011 *** M/s.PVPR Estates Private Limited a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. ….7th transferor Company/ Petitioner in C.P.No.87 of 2011 *** M/s.PRG Developers Private Limited, a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. ….8th transferor Company/ Petitioner in C.P.No.88 of 2011 *** M/s.PRG Builders Private Limited a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. ….9th transferor Company/ Petitioner in C.P.No.89 of 2011 *** M/s.PRG Constructions Private Limited a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. ….10th transferor Company/ Petitioner in C.P.No.90 of 2011 *** M/s.PVD Constrcutions Private Limited a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. …11th transferor Company/ Petitioner in C.P.No.91 of 2011 *** M/s.PVD Developers Private Limited a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. ….12th transferor Company/ Petitioner in C.P.No.92 of 2011 *** M/s.PVD Builders Private Limited, a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. ….13th transferor Company/ Petitioner in C.P.No.93 of 2011. ** M/s.Sanjana Developers Private Limited, a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. ….14th transferor Company/ Petitioner in C.P.No.94 of 2011. *** M/s.Yamini Estates Private Limited a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. ….15th transferor Company/ Petitioner in C.P.No.95 of 2011. *** M/s.P.L.Raju Constructions Limited, a company incorporated under the Companies Act, 1956, having its registered office At Flat No.203, Regency House, Somajiguda, Hyderabad, A.P. ….Transferee Company/ Petitioner in C.P.No.96 of 2011. *** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.81 to 96 of 2011 COMMON ORDER: These 16 Company Petitions have been filed under Sections 391 and 394 of the Companies Act, 1956, (for short, ‘the Act’), seeking for sanction of the scheme of amalgamation as approved by the shareholders of the petitioner companies. 2. More precisely, M/s.Dheeraj Developers Private Limited (hereinafter referred to as ‘the 1st transferor Company’) is the petitioner in Company Petition No.81 of 2011; M/s.Hemanth Estates Private Limited (hereinafter referred to as ‘the 2nd transferor Company’) is the petitioner in Company Petition No.82 of 2011; M/s.Jyostna Developers Private Limited (hereinafter referred to as ‘the 3rd transferor Company’) is the petitioner in Company Petition No.83 of 2011; M/s.Meghana Estates Private Limited (hereinafter referred to as ‘the 4th transferor Company’) is the petitioner in Company Petition No.84 of 2011; M/s.Mounika Developers Private Limited (hereinafter referred to as ‘the 5th transferor Company’) is the petitioner in Company Petition No.85 of 2011; M/s.Ranjita Deelopers India Private Limited (hereinafter referred to as ‘the 6th transferor Company’) is the petitioner in Company Petition No.86 of 2011; M/s.PVRR Estates Private Limited (hereinafter referred to as ‘the 7th transferor Company’) is the petitioner in Company Petition No.87 of 2011; M/s.PRG Developers Private Limited (hereinafter referred to as ‘the 8th transferor Company’) is the petitioner in Company Petition No.88 of 2011; M/s.PRG Builders Private Limited (hereinafter referred to as ‘the 9th transferor Company’) is the petitioner in Company Petition No.89 of 2011; M/s. PRG Constructions Private Limited (hereinafter referred to as ‘the 10th transferor Company’) is the petitioner in Company Petition No.90 of 2011; M/s.PVD Constructions Private Limited (hereinafter referred to as ‘the 11th transferor Company’) is the petitioner in Company Petition No.91 of 2011; M/s.PVD Developers Private Limited (hereinafter referred to as ‘the 12th transferor Company’) is the petitioner in Company Petition No.92 of 2011; M/s.PVD Builders Private Limited (hereinafter referred to as ‘the 13th transferor Company’) is the petitioner in Company Petition No.93 of 2011; M/s.Sanjana Developers Private Limited (hereinafter referred to as ‘the 14th transferor Company’) is the petitioner in Company Petition No.94 of 2011; M/s.Yamini Estates Private Limited (hereinafter referred to as ‘the 15th transferor Company’) is the petitioner in Company Petition No.95 of 2011; and M/s.P.L.Raju Constructions Limited (hereinafter referred to as ‘the transferee Company’) is the petitioner in Company Petition No.96 of 2011. 3. a) The 1st transferor Company was incorporated as a private limited company in the State of Andhra Pradesh, on 28.03.2000 under Certificate of IncorporationNo.01-34088 of 1999-2000. The authorized share capital of the 1st transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. b) The 2nd transferor Company was incorporated as a private limited company in the State of Andhra Pradesh on 28.03.2000 under Certificate of Incorporation No.01-34087 of 1999-2000. The authorized share capital of the 2nd transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. c) The 3rd transferor Company was incorporated as a private limited company in the State of Andhra Pradesh on 04.12.2000 under Certificate of Incorporation No.01-35805 of 2000-2001. The authorized share capital of the 3rd transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. d) The 4th transferor Company was incorporated as a private limited company in the State of Andhra Pradesh on 28.03.2000 under Certificate of Incorporation No.01-34085 of 1999-2000. The authorized share capital of the 4th transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. e) The 5th transferor Company was incorporated as a private limited company in the State of Andhra Pradesh on 28.03.2000 under Certificate of Incorporation No.01-34089 of 1999-2000. The authorized share capital of the 5th transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. f) The 6th transferor Company was incorporated as a private limited company in the State of Andhra Pradesh on 13.12.2002 under Certificate of Incorporation No.01-40093 of 2002-2003. The authorized share capital of the 6th transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. g) The 7th transferor Company was incorporated as a private limited company in the State of Andhra Pradesh on 22.10.2003 under Certificate of Incorporation No.01-41920 of 2003-2004. The authorized share capital of the 7th transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. h) The 8th transferor Company was incorporated as a private limited company in the State of Andhra Pradesh on 22.10.2003 under Certificate of Incorporation No.01-41931 of 2003-2004. The authorized share capital of the 8th transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. i) The 9th transferor Company was incorporated as a private limited company in the State of Andhra Pradesh on 22.10.2003 under Certificate of Incorporation No.01-41928 of 2003-2004. The authorized share capital of the 9th transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. j) The 10th transferor Company was incorporated as a private limited company in the State of Andhra Pradesh on 22.10.2003 under Certificate of Incorporation No.01-41924 of 2003-2004. The authorized share capital of the 10th transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. k) The 11th transferor Company was incorporated as a private limited company in the State of Andhra Pradesh on 22.10.2003 under Certificate of Incorporation No.01-41927 of 2003-2004. The authorized share capital of the 11th transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. l) The 12th transferor Company was incorporated as a private limited company in the State of Andhra Pradesh on 22.10.2003 under Certificate of Incorporation No.01-41926 of 2003-2004. The authorized share capital of the 12th transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. g) The 13th transferor Company was incorporated as a private limited company in the State of Andhra Pradesh on 22.10.2003 under Certificate of Incorporation No.01-41922 of 2003-2004. The authorized share capital of the 13th transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. g) The 14th transferor Company was incorporated as a private limited company in the State of Andhra Pradesh on 04.12.2000 under Certificate of Incorporation No.01-35802 of 2000-2001. The authorized share capital of the 14th transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. g) The 15th transferor Company was incorporated as a private limited company in the State of Andhra Pradesh on 28.03.2000 under Certificate of Incorporation No.01-34090 of 1999-2000. The authorized share capital of the 15th transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid, and, g) The transferee Company was incorporated as a private limited company in the State of Andhra Pradesh on 10.05.1994 under Certificate of Incorporation No.01-17508 of 1994-95. Later on it became a deemed public limited company under Section 43 A of the Act on 01.07.1998. 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 present issued, subscribed and paid up capital is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each fully paid. 4. The Board of Directors of all the transferor Companies and the transferee Company in their respective meetings held on 17.03.2011 unanimously approved the proposed scheme of amalgamation. The shareholders meeting of the transferor Companies and the transferee Company came to be dispensed as per orders, dated 08.04.2011, passed in Company Application Nos.490 to 505 of 2011. Hence, these Company Petitions seeking approval of the scheme of amalgamation. 5. All the Company Petitions are admitted on 27.04.2011. The petitioner Companies were directed to take out notice to the Regional Director, Ministry of Corporate Affairs, Chennai, the Registrar of Companies, Andhra Pradesh, Hyderabad and to the Official Liquidator, Hyderabad. The petitioner Companies were also directed to take out publication in ‘BUSINESS STANDARD’ (English daily) and ‘ANDHRA BHOOMI’ (Telegu daily) published from Hyderabad Editions. The petitioner Companies took out publications and filed copies of the same as proof of compliance of the directions. 6. The Official Liquidator placed on record his reports in all the transferor Companies viz., petitioner Companies in C.P.Nos.81 to 95 of 2011. It is stated in the report that the affairs of the transferor Companies do not appear to have been conducted in a manner prejudicial to the interests of the members or to public interest. 7. The Regional Director (South Eastern Region), Hyderabad, placed on record his common affidavit in all these Company Petitions. The Regional Director (South Eastern Region), Hyderabad, also has not raised any objection with regard to the proposed scheme of amalgamation. 8. Despite giving publication in ‘Business Standard’ (English daily) and ‘Andhra Bhoomi’ (Telugu daily) newspapers, Hyderabad Editions, no objections have been received from any quarter as on this day opposing the proposed scheme of amalgamation. The petitioner Companies have complied with all the statutory requirements. 9. Heard learned counsel appearing for the petitioners; learned Assistant Solicitor General appearing for the Registrar of Companies and learned counsel appearing for the Official Liquidator. 10. The transferor companies are engaged in the real estate and construction activities. The transferee Company is also engaged in the similar line of activity. The salient features of the scheme of amalgamation have been stated in para.84 of the respective Company Petitions. The proposed scheme of amalgamation is stated to be beneficial to all the companies, since it leads to rationalization of activities of the respective companies and thereby reduction in overheads and all other expenses resulting saving substantial amounts. 11. From the material placed on record, the proposed 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. 12. Since all the requisite statutory compliances have been fulfilled, all the Company Petitions i.e., Company Petition Nos.81 to 95 filed by the transferor Companies and Company Petition No.96 of 2011 filed by the transferee Company are allowed sanctioning the scheme of amalgamation with effect from 01.04.2010. The transferor companies shall stand dissolved without winding up with effect from 01.04.2010. 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 companies and the transferee Company shall pay a lump sum amount of Rs.20,000/- (Rupees Twenty thousand only) each to the Regional Director (South Eastern Region), Andhra Pradesh, Hyderabad, and also to the Official Liquidator attached to this Court, towards the costs. The petitioner Companies do file with the Registrar of Companies an authenticated copy of this common order and the scheme within 30 days from this date. 13. Accordingly, all the the Company Petitions are allowed. ______________________ B.SESHASAYANA REDDY, J. Date:04th August, 2011. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.81 to 96 of 2011 Date:04th August, 2011