THE HON’BLE Ms. JUSTICE G.ROHINI C.A.Nos.1567,1568 & 1569 of 2010 Date: 29.12.2010 C.A.No.1567 of 2010 Between: M/s. Laila Hotels & Resports Private Limited …Applicant/Transferor/ Residual Company C.A.No.1568 of 2010 Between: M/s. Rushikonda Beach Resorts Private Limited …Applicant/First/Transferee/ Resulting Company C.A.No.1569 of 2010 Between: M/s. Sri Bhavani Resort Ventures Private Limited. …Applicant/Second /Transferee/ Resulting Company THE HON’BLE Ms. JUSTICE G.ROHINI C.A.Nos.1567,1568 & 1569 of 2010 C O M MO N O R D E R: These three applications are filed under Sections 391 and 394 of the Companies Act, 1956 with a prayer to dispense with the convening of the meeting of the shareholders of the applicant companies. The applicant in C.A.No.1567 of 2010 is M/s. Laila Hotels & Resorts Private Limited (herein after referred to as the Transferor company). The said company was incorporated under the name and style of M/s. Laila Hotels & Resorts Private Limited in the State of Andhra Pradesh on 17th November, 2001 under the Certificate of Incorporation No.01- 38022 of 2001-2002 under Corporate Identity Number is U55101AP200IPTC38022. The registered office of the “LHRPL”/Transferor company is situated at 40-15-14, Brindavan Colony, Labbipet, Viajayawada. The authorized share capital of “LHRPL”/Transferor Company as on 31st March,2 010 is Rs.3,00,00,000/- divided into 30,00,000/- equity shares of Rs.10 each and 1,20,00,000 optionally convertible preference shares of Rs.10 each. The issued, subscribed and paid up share capital as on31st March, 2010 is Rs.3,00,00,000/- divided into 30,00,000 equity shares of Rs. 10 each fully paid up and 1,20,00,000 optionally convertible preference shares of Rs. 10 each fully paid up. The main objects of the transferor company as set out in the memorandum of association have been mentioned in para 5 of C.A.No.1567 of 2010. The applicant in C.A.No.1568 of 2010 is M/s. Rushikonda Beach Resorts Private Limited (herein after referred to as the first transferee/resulting company). The said company was originally incorporated under the name and style of M/s. Laila Minerals Private Limited in the State of Andhra Pradesh on 7th December, 2007 under the Corporate Identity Number is U14200AP2007PTC056586 of 2007- 2008. later on the company had changed its name to its present name i,.e. Rushikonda Beach Resorts Private Limited and a fresh certificate of incorporation consequent on change of name was issued by the registrar of Companies, AP, Hyderabad on 11th November, 2010 after complying the necessary formalities under the Companies Act, 1956. the registered office of “RBRPL”/first transferee company is situated at 40-15-14, Brindavan Colony, Labbipet, Vijayawada. The authorized share capital of RBRPL”/first transferee company as on 31st March, 2010 is Rs.1,00,000 divided into 10,000 equity shares of Rs.10 each. The issued, subscribed and paid up share capital as on 31st March, 2010 is Rs.1,00,000 divided into 10,000 equity shares of Rs.10 each. The main objects of the first transferee company as set out in the memorandum of association have been mentioned in para 5 of C.A.No.1568 of 2010. The applicant in C.A.No.1569 of 2010 is M/s. Sri Bhavani Resort Ventures Private Limited (hereinafter referred to as the second transferee/resulting company). The said company was originally incorporated under the name and style of M/s. Laila Labs Private Limited in the State of Andhra Pradesh on 30th May, 2008 under the corporate identity number is U24240AP2008PTC059435 of 2008- 2009. Later on the company had changed its name to its present name i.e. Sri Bhavani Resort Ventures Private Limited and a fresh certificate of incorporation consequent on change of name was issued by the Registrar of Companies, AP, Hyderabad on 15th November, 2010 after complying the necessary formalities under the Companies Act, 1956. The registered office of “SBRVPL”/Second Transferee/Resulting Company is situated at 40-15-14, Brindavan Colony, Labbipet, Vijayawada. The authorized share capital of “SBRVPL”/Second Transferee/Resulting Company as on 31st March, 2010 is Rs.1,00,000 divided into 10,000 equity shares of Rs.10/- each. It issued, subscribed and paid up share capital as on 31st March, 2010 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The main objects of the second transferee company as set out in the memorandum of association have been mentioned in para 5 of C.A.No.1569 of 2010. It is stated that in order to focus on the Hospitality sector and to have an independent hotels and resorts, the Board of Directors of the Transferor company have decided to expand its business activities of the company in Tourism sector. It is submitted that to ensure accelerated growth and improved profitability in the specific areas of operation, it would be advantageous to reorganize the company and demerge the specific business undertakings into sector specific resulting companies which would focus independently on such activities. On the basis of extensive discussions, meetings and consultations between the members of the Board of Directors of the companies, legal and other professional consultants it has been decided to take appropriate steps to carry on effectively and efficiently the business of Hotels & Resorts in independent company in the larger interest of the shareholders, creditors, employees etc. It is further submitted that to achieve the said objective of carrying on the business of the company in an efficient manner, it has been decided to reorganize the company M/s. Laila Hotels & Resorts Private Limited (“LHRPL”) by demerging the property division and Resorts Division to M/s. Rushikonda Beach Resorts Private Limited and M/s. Sri Bhavani Resort Ventures Private Limited respectively to ensure better business opportunities and focus on accelerated growth of the individual segments in the current scenario. In view of the advantages of the scheme of arrangement, the Board of Directors of the transferor company as well as the first and second transferee/resultant companies at their respective meetings held on 19.11.2010 approved the scheme of arrangement between the transferor and transferee companies and their respective shareholders with effect from 01.04.2010 subject to the approval/consent by the shareholders and confirmation by this Court. The salient features of the scheme of arrangement have been enumerated in para 19 of C.A.No.1567 of 2010. It is also stated that the transferor company had availed secured loans from various banks to an extent of Rs.16,61,00,612/- towards working capital and term loan and unsecured loans from Directors and Shareholders to the tune of Rs.2,13,10,444/- and the said creditors will not have any objections for the proposed scheme of arrangement. So far as the first transferee company is concerned, it has not availed any secured loans, but availed unsecured loans from its Directors and shareholders to the tune of Rs.15,740/-. It is stated that the said creditors will not have any objection for the proposed scheme of arrangement. Similarly, the second transferee company has also not availed any secured loans. Though the said company availed unsecured loans from its Directors and shareholders to the tune of Rs.131,608/-, it is stated that there will not be any objection from the said creditors for the proposed scheme of arrangement. It is further stated that the transferor company has only four shareholders, and that the first and second transferee companies are having two shareholders each and all of them have consented for the scheme of arrangement w.e.f. 01.04.2010 subject to confirmation by this Court. I have heard Sri V.S.Raju, learned counsel appearing for the applicants and perused the affidavits filed in support of the company applications as well as the annexures enclosed to the applications. As noticed above, the Board of Directors of the transferor company as well as the first and second transferee companies had approved the scheme of arrangement in view of the advantages of the scheme. A perusal of the enclosures show that there is positive consent of all the shareholders of the transferor as well as the first and second transferee companies and all of them have given their affidavits indicating their consent to the proposed scheme of arrangement. Having regard to the facts and circumstances noticed above, particularly keeping in view that all the shareholders of the applicant companies have given their consent by way of affidavits for the proposed scheme of arrangement, I am of the opinion that there is no need for convening the meeting of the shareholders of the applicant companies for the purpose of considering the proposed scheme of arrangement. Accordingly, the company applications are allowed as prayed for and convening the meeting of the shareholders of the applicant companies is hereby dispensed with. ______________ G.ROHINI,J Date : 29.12.2010 KLP