THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.20 of 2010 and Company Petition No.21 of 2010 Date:19th March, 2010 Between: M/s. Madhava Hytech Engineers Private Limited, a Company incorporated under the Companies Act, 1956 having its registered office at # 501, Panorama Mansion, Renuka Enclave, Raj Bhavan Road, Somajiguda, Hyderabad – 500 082, represented by its Joint Managing Director Sri K.Dileep. … Petitioner/Transferor Company M/s. Madhava Hytech Infrastructures (India) Private Limited, a Company incorporated under the Companies Act, 1956 having its registered office at # 501, Panorama Mansion, Renuka Enclave, Rajbhavan Road, Somajiguda, Hyderabad – 500 082, represented by its Director Sri K.Pradeep … Petitioner/Transferee Company *** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.20 of 2010 and Company Petition No.21 of 2010 COMMON ORDER: These two petitions have been filed under Section 391 and 394 of the Companies Act, 1956, seeking sanction of the scheme of arrangement entered into between the two companies viz., M/s.Madhava Hytech Engineers Private Limited and M/s.Madhava Hytech Infrastructures (India) Private Limited. More precisely, C.P.No.20 of 2010 is filed by M/s. Madhava Hytech Engineers Private Limited, a Company incorporated under the Companies Act, 1956 (hereinafter referred to as ‘the transferor company’) and C.P.No.21 of 2010 is filed by M/s.Madhava Hytech Infrastructures (India) Private Limited, a Company incorporated under the Companies Act, 1956 (hereinafter referred to as ‘the transferee/resulting company’). 2. Both the Company Petitions came to be admitted on 04.02.2010. The petitioners were directed to take out notice of hearing of these petitions in ‘ANDHRA BHOOMI’, Telugu daily and ‘BUSINESS STANDARD’ English daily, Hyderabad Editions, fixing the date of hearing as 26.02.2010 and for filing proof of publication. The petitioner Companies took out publication and filed copies of the same as proof of compliance of the directions given by this Court on 04.02.2010. 3. The Registrar of Companies filed its common affidavit on 10.03.2010. M.V.Chakranarayan, Registrar of Companies, A.P., has sworn to the common affidavit. Para.3 of the common affidavit reads as hereunder: “That it is humbly submitted that the Regional Director, Ministry of Corporate Affairs, Chennai being the competent authority on behalf of the Central Government had examined the scheme carefully with reference to the material papers made available to him and upon such examination, it was decided not to make any objection against the scheme of Amalgamation and to leave the matter to be decided by the Hon’ble High Court on merits.” 4. The transferor Company was originally incorporated as a private limited company on 04.05.1986 in the State of Andhra Pradesh, Hyderabad, vide Certificate of Incorporation No.01-6460 of 1986-1987 under the name and style of ‘Madhava Hytech Engineers Private Limited’. The registered office of the transferor company is situated at 501, Panorama Mansion, Renuka Enclave, Raj Bhavan Road, Somajiguda, Hyderabad – 500 082. The present authorized share capital of the transferor Company is Rs.5,00,00,000/- divided into 5,00,000 equity shares of Rs.100/- each. The present issued, subscribed and paid up capital of the company is Rs.4,99,62,200/- divided into 4,99,622 equity shares of Rs.100/- each fully paid. The main objects of the transferor company are to carry on the business of engineers, builders, contractors of civil, mechanical, electrical and any other kind, decorators, and manufacturers, importers, exporters, designers, fabricators, buyers, sellers and dealers in all kinds of construction material, equipment, machinery and other allied materials etc. The transferor Company filed Company Application No.2068 of 2009 to dispense with the meeting of the shareholders, since all the shareholders of the Company have given their affidavits. The said application came to be allowed on 30.12.2009. 5. The transferee Company was incorporated as a Private Limited Company in the State of Andhra Pradesh on 05.12.2008 with the Registrar of Companies, Andhra Pradesh, Hyderabad vide Corporate Identification No.U4509AP2008PTC062123 of 2008-2009. The registered office of the transferee company is situated at 501, Panorama Mansion, Renuka Enclave, Raj Bhavan Road, Somajiguda, Hyderabad – 500 082. The present authorized share capital of the transferee company as on 31.03.2009 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the transferee Company as on 31st March, 2009 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The main objects of the transferee company are to undertake works contracts of construction of bridges, roads, buildings and other civil works, irrigation works and construction projects and undertake various infrastructure projects like highways, ports, airports, telecom, housing, townships, dams, culverts, water and sewerage works, petrochemicals and to acquire, sell, own, lease, let out on hire, administer, manage, control, operate, construct, repair, alter, equip, furnish, fit out, decorate, improve and otherwise undertake and deal in engineering and construction works, buildings, projects, offices and structures of all kinds etc. The transferee company filed Company Application No.2069 of 2009 to dispense with the meeting of the shareholders, since all the shareholders of the Company have given their affidavits. The said application came to be allowed on 30.12.2009. There are secured and unsecured creditors in respect of transferor company. The ‘No Objection Certificates’ given by the secured creditors viz., State Bank of India and Syndicate Bank and also Konkan Railway Corporation Limited have been placed on record. Unsecured creditors viz., Kilaru Pradeep and Kilaru Dileep have also placed on record the ‘No objection certificates’ in the form of letters dated 30.12.2009. 6. Salient features of the scheme of arrangement have been detailed in para.14 of the petition in the respective petitions. Having examined the scheme, I do not see any impediment in sanctioning the scheme of arrangement. 7. Accordingly, both the Company Petitions are allowed. A certified copy of this Order shall be filed before the Registrar of Companies within thirty (30 days) from the date of receipt of the same for registration. The order of this Court shall be drafted in Form No.42. ______________________ B.SESHASAYANA REDDY, J. Date:19th March, 2010. CS THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.20 of 2010 and Company Petition No.21 of 2010 Date:19th March, 2010