HON’BLE SRI JUSTICE B.SESHASAYANA REDDY COMPANY PETITION No.70 of 2011 O R D E R: This Company Petition has been taken out by M/s Nija Developers Private Limited under Sections 391 and 394 of the Companies Act, 1956 r/w Rule 9 of the Companies (Court) Rules, 1959 seeking sanction for the scheme of amalgamation as per Annexure-H enclosed to the petition. M/s Nija Developers Private Limited (hereinafter referred to as “Transferor Company”), is a private Limited Company, incorporated under the Companies Act, 1956, in the state of Andhra Pradesh, vide CIN No.01-36923 of 2001-2002. Registered office of the transferor company is situated at 13th phase, 1009, Kukatpally, Hyderabad, Andhra Pradesh – 500 072. The main objects of the transferor company as set out in the Memorandum of Association are to purchase, sell, develop, take in exchange, or on lease, hire or otherwise acquire, whether for investment or sale, or working the same, nay real or personal estate including lands, mines, business, building factories, mill, houses, cottages, shops, depots, warehouses, machinery, plant, stock in trade, mineral rights, concessions privileges, licenses, easement or interest in or with respect to any property whatsoever for the purpose of the Company in consideration for a gross sum or rent or partly in one way and partly in the other or for any other consideration and convert the same into account, develop the same and dispose of or maintain the same and to build townships, markets or their buildings residential and commercial or conveniences thereon etc., more fully described in para 2 (c ) (ii) of the petition. The authorised share capital of the transferor company is Rs.6,00,000/- divided into 60,000/- equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.5,32,970/- divided into 53,297 fully paid up equity shares of Rs.10/- each. M/s Walden Properties Private Limited is a private Limited Company, (hereinafter referred to as Transferee Company”) is a private company limited incorporated under the Companies Act, 1956, in the state of Andhra Pradesh, vide CIN No.01-43755 of 2004-2005. The registered office of the Transferee company is situated at Indu Fortune Fields, 1009, 13th phase, Kukatpally, Hyderabad, Andhra Pradesh – 500072. The main objects of the Transferee Company, as set out in its Memorandum of Association, are to purchase, develop, deal plots/sites and sell lands, building and immovable properties of all kinds etc., more fully described in para 3 (c ) of the Company Petition. The authorised share capital of the Transferee Company is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/- each. The objects of Scheme of Amalgamation has been detailed in para 4 of the petition. The Board of Directors of the Transferor company and Transferee company at their meetings held on 25th August, 2010, passed resolutions approving the scheme of amalgamation to be effective from 1st April, 2010, subject to the approval/directions of this Court. The Transferor Company filed Company Application No.376 of 2011 to dispense with conveying the meeting of the shareholders for the purpose of considering the proposed scheme of amalgamation. This Court by an order dated 07.04.2011 dispense with the meeting of the shareholders of the transferor Company. Hence, this petition. The company Petition came to be admitted on 19.04.2011. The petitioner was directed to take out notices to the Regional Director, Ministry of Corporate Affairs, Chennai; Registrar of Companies, Andhra Pradesh, Hyderabad and the Official Liquidator attached to this Court. The petitioner was also directed to take out publication in Business Standard (English Daily) and Andhra Prabha (Telugu Daily) published from Hyderabad Editions and indicating the date of hearing of the petition on 20.06.2011. Accordingly, the petitioner carried out publication and filed proof of publication. The Official Liquidator placed on record his report vide O.L.R.No.109 of 2011. It is stated in the report that the affairs of the Transferor company appears to have not been conducted in a manner prejudicial to the interest of the members or to public. Relevant portion of the report submitted by the Official Liquidator is to be noted and it is thus: “That, as per Part-II Clause 6 of the proposed scheme, the Transferor Company is a wholly owned subsidiary of the Transferee Company and the entire equity shares of the Transferor Company are held by the Transferee Company and its nominee. Accordingly there would be no issue of equity shares of the Transferee Company to the shareholders of the Transferor Company. Pursuant to the vesting of the undertaking in the Transferee Company the equity shares of the Transferor Company shall automatically stand cancelled”. The Regional Director, South Eastern Region, Hyderabad has also placed on record his affidavit. No serious objections have been taken in the affidavit for the proposed scheme of amalgamation. No objections have been received from any quarter despite notifying the date of hearing of this petition by way of publications. Heard learned counsel appearing for the petitioner, learned counsel appearing for the Official Liquidator and learned Assistant Solicitor General appearing on behalf of the Registrar of Companies and perused the material brought on record. The learned counsel appearing for the petitioner submits that the Transferor company is the subsidiary of the Transferee company and therefore, there is no question of transfer of the shares held in the Transferor company. Accordingly, there would be no issue of equity shares of the Transferee company to the share holders of the Transferor company. The scheme appears to be fair and reasonable. I do not see any impediment in sanctioning the scheme of amalgamation as approved by the Managing Directors of the Transferor and Transferee companies in their respective meetings and also of the shareholders of the Transferor company. Accordingly, the Company petition is 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. The petitioner company do file with the Registrar of Companies an authenticated copy of this order and the scheme within 30 days from this day. The Transferee company to pay Rs.5,000/- each to the Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad and the Official Liquidator, Hyderabad, attached to this Court towards costs of this petition. Costs are to be paid within four weeks from today. _____________________ B.SESHASAYANA REDDY,J 26th July, 2011. Note: Issue CC in three days (B/o) PNV