THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.135 to 143 of 2011 Dated: 11th October, 2011 IN THE MATTER OF THE COMPANIES ACT (1 OF 1956) AND IN THE MATTER OF SECTIONS 391 AND 394 OF THE COMPANIES ACT, 1956 In the matter of Scheme of Amalgamation Between Stamlo Hotels Private Limited (Transferee Company) AND M/S.ALANINE REAL ESTATES PRIVATE LIMITED (1ST TRANSFEROR COMPANY) M/S. BENZO REAL ESTATES PRIVATE LIMITED (2ND TRANSFEROR COMPANY) M/S IBU REAL ESTATES PRIVATE LIMITED ( 3RD TRANSFEROR COMPANY) M/S. LANSA REAL ESTATES PRIVATE LIMITED ( 4TH TRANSFEROR COMPANY) M/S LOMA REAL ESTATES PRIVATE LIMITED ( 5TH TRANSFEROR COMPANY) M/S NAPRO REAL ESTATES PRIVATE LIMITED ( 6TH TRANSFEROR COMPANY) M/S OXO REAL ESTATES PRIVATE LIMTED ( 7TH TRANSFEROR COMPANY) M/S THIO REAL ESTATES PRIVATE LIMITED ( 8TH TRANSFEROR COMPANY) ….Petitioners/ Transferor Companies **** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.135 to 143 of 2011 COMMON ORDER: These Company Petitions have been taken out under Sections 391 to 394 of the Companies Act, 1956 seeking sanction of the scheme of amalgamation. 2. More precisely, M/s. ALANINE REAL ESTATES PRIVATE LIMITED (hereinafter referred to as the `1st Transferor company’) is petitioner in Company Petition No.135 of 2011, M/s. BENZO REAL ESTATES PRIVATE LIMITED (hereinafter referred to as `the 2nd Transferor Company’) is petitioner in C.P.No.136 of 2011, M/S. IBU REAL ESTATES PRIVATE LIMITED (hereinafter referred to as `the 3rd Transferor Company’) is petitioner in C.P.No.137 of 2011, M/S. LANSA REAL ESTATES PRIVATE LIMITED (hereinafter referred to as `the 4th Transferor Company’) is petitioner in C.P.No.138 of 2011, M/S. LOMA REAL ESTATES PRIVATE LIMITED (hereinafter referred to as `the 5th Transferor Company’) is petitioner in C.P.No.139 of 2011, M/S. NAPRO REAL ESTATES PRIVATE LIMITED (hereinafter referred to as `the 6th Transferor Company’) is petitioner in C.P.No.140 of 2011, M/S. OXO REAL ESTATES PRIVATE LIMITED (hereinafter referred to as `the 7th Transferor company’) is petitioner in C.P.No.141 of 2011 and M/S. THIO REAL ESTATES PRIVATE LIMITED (hereinafter referred to as `the 8th Transferor Company’) is petitioner in Company Petition No.142 of 2011. M/s. STAMLO HOTELS PRIVATE LIMITED (hereinafter referred to as “the Transferee Company”) is the petitioner in Company Petition No.143 of 2011. 3. The authorized share capital of the 1st Transferor Company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is Rs.46,99,550/- divided into 4,69,955 equity shares of Rs.10/- each fully paid up. 4. The authorized share capital of the 2nd Transferor Company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is Rs.49,96,250/- divided into 4,69,625/- equity shares of Rs.10/- each fully paid up. 5. The authorized share capital of the 3rd Transferor company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is Rs.47,04,580/- divided into 4,70,458 equity shares of Rs.10/- each fully paid up. 6. The authorized share capital of the 4th Transferor Company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is Rs.47,04,580/- divided into 4,70,458/- equity shares of Rs.10/- each fully paid up. 7. The authorized share capital of the 5th Transferor Company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is Rs.57,86, 400/- divided into 5,78,640/- equity shares of Rs.10/- each fully paid up. 8. The authorized share capital of the 6th Transferor Company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is Rs.59,77,020/- divided into 5,97,702/- equity shares of Rs.10/- each fully paid up. 9. The authorized share capital of the 7th Transferor Company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is Rs.57,86,400/- divided into 5,78,640/- equity shares of Rs.10/- each fully paid up. 10. The authorized share capital of the 8th Transferor Company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is Rs.56,97,380/- divided into 5,69,738/- equity shares of Rs.10/- each fully paid up. 11. The main objects of the Transferor Companies are to construct, erect, build, repair, remodel, demolish, develop, improve and to carry on the business of builders developers, contractors etc., more fully described in para (5) of the affidavits filed in support of the respective petitions. 12. The Transferee Company is a private limited company incorporated under the provisions of the Companies Act, 1956. It’s authorized share capital is Rs.20,00,00,000/- divided into 2,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.16,53,96,400 equity shares of Rs.10/- each fully paid up. The main objects of the Transferee Company is to acquire, establish, promote, run, manage, lease and otherwise carry on the business of hotel, restaurants, resorts, convention centers etc., more fully described in para 6(a) of the affidavit filed in support of the petition. 13. The Transferor companies have acquired land and registered in their names. The Transferee Company is in the process of setting up of hotels at various locations. According to the petitioner companies, the amalgamation of the Transferor Companies with the Transferee Company will channalize synergies and shall lead to optimum utilization of the available resources. 14. The Board of Directors of the Transferor Companies in their meeting held on 4.2.2011 approved the scheme of amalgamation. The meeting of the shareholders of the Transferor and Transferee Companies came to be dispensed with, vide orders dated 1st July 2011 passed in C.A.Nos.658 to 666 of 2011. 15. These company petitions came to be admitted on 19-7- 2011. The petitioners were directed to take out notice to the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Koti, Hyderabad. The petitioners were also directed to take out publication in “BUSINESS STANDARD” English daily of Hyderabad edition, and “ANDHRA BHOOMI” Telugu daily of Hyderabad edition, indicating the date of hearing as 05.9.2011. Accordingly, the petitioners took out publication and placed on record proof publication. 16. The Official Liquidator placed on record reports bearing OLR Nos.220 of 2011 to 229 of 2011. It is stated in the reports that the affairs of the Transferor companies appear to have not been conducted in a manner prejudicial to the interests of the members or to the public interest. 17. The Regional Director (South East Region), Ministry of Corporate Affairs, Hyderabad placed on record a common affidavit. The only objection pointed out in the affidavit is with regard to payment of stamp duty as per the provisions of Article 20(d) of Schedule I-A of the Indian Stamp Act, 1899 applicable to the State of Andhra Pradesh. It is further stated in the affidavit that on implementation of the proposed scheme, the Transferor companies shall stand dissolved without the process of winding up. 18. Heard learned counsel appearing for the petitioners and perused the affidavits filed in support of the petitions. 19. The Transferor companies have no secured or unsecured creditors. 20. There are no unsecured creditors in the Transferee Company. The only secured creditor in the Transferee Company is Axis Bank Limited. The sole secured creditor, i.e., Aix Bank through letter dated 24.5.2011 has reported no objection for merger of eight Transferor Companies with the Transferee Company and the affidavit of the secured creditor has been placed on record. 21. 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. 22. In view of the affidavit of the Regional Director, South Eastern Region, Ministry of Corporate Affairs, the reports of 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 petitioner companies. 23. Accordingly, these Company Petitions are allowed sanctioning the scheme of amalgamation with effect from 1st day of April, 2010, subject to the Transferee Company paying requisite stamp duty under the provisions of the Andhra Pradesh Stamp Act read with Article 20(d) of Schedule I-A of the Indian Stamp Act, 1899. 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 petitioners in all the company petitions together shall pay costs of Rs.20,000/- to the Regional Director (South Eastern Region), Ministry of Corporate Affairs, Koti, Hyderabad and Rs.20,000/- to the Official Liquidator, High Court of A.P., Hyderabad. Costs are to be paid within four weeks from today. _____________________ B.SESHASAYANA REDDY, J Dt.11-10-2011 *RAR