IN THE HIGH COURT OF JUDICATURE OF ANDHRA PRADESH AT HYDERABAD (ORIGINAL JURISDICTION) THURSDAY, THE SIXTH DAY OF AUGUST TWO THOUSAND AND NINE PRESENT THE HON’BLE SRI JUSTICE V.V.S.RAO COMPANY PETITION Nos.105, 106 and 107 of 2009 CONNECTED WITH COMPANY APPLICATION Nos.747, 748 and 749 of 2009 In the matter of Companies Act, 1956 (1 of 1956) And In the matter of Sections 391 and 394 of the said Act And In the matter of Scheme of Amalgamation between M/s.V.S.N.Breeding Farms Private Limited (First Transferor Company) and M/s.V.S.N.Builders Private Limited (Second Transferor Company) and M/s.V.S.N.Hatcheries Private (Transferee Company) Company Petition No.105 of 2009: V.S.N.Breeding Farms Private Limited, 25/239, Reddigunta, Chittoor 517002, represented by Sri V.Sunder Naidu, Director. … Petitioner/ First Transferor Company. Company Petition No.106 of 2009: V.S.N.Builders Private Limited, 25/239, Reddigunta, Chittoor 517002, represented by Sri V.Sunder Naidu, Managing Director. … Petitioner/ Second Transferor Company Company Petition No.107 of 2009: V.S.N.Hatcheries Private Limited, 25/239, Reddigunta, Chittoor 517002, represented by Sri V.Sunder Naidu, its Managing Director. … Petitioner/ Transferee Company THE COURT MADE THE FOLLOWING COMMON ORDER ON PETITIONS The above petitions coming on for hearing on 6th August, 2009, upon reading the said petitions, the orders dated 02.07.2009 in Company Application Nos.747, 748 and 749 of 2009 dispensing with requirement of convening the meetings of the shareholders of the above named companies for the purpose of considering and approving with or without modification the scheme of amalgamation to be made between the transferor companies and the transferee company and also on going through the consent obtained from all the equity shareholders of the petitioner companies filed before this Court by way of affidavits approving the scheme of amalgamation of the petitioner companies and this Court having noticed that the petitions have been advertised in the newspapers namely “Eenadu” Telugu Daily published from Nellore and Chittoor dated 26.07.2009 and “Deccan Chronicle” English Daily published from Nellore dated 25.07.2009 and having noticed that no objection of any nature has been received for the proposed scheme of amalgamation from the public and upon hearing Sri W.Murali Krishna, Advocate for the petitioners and it is appearing from the affidavits of the shareholders and creditors that the proposed scheme of amalgamation has been approved/consented by all the shareholders and creditors of the petitioner companies. The Official Liquidator has filed reports to the effect that affairs of the companies have not been conducted in a manner prejudicial to the interest of their members or to the public interest. The Registrar of Companies on behalf of the Central Government has filed a common affidavit reporting no objection for the scheme of amalgamation. This Court, therefore, doth hereby sanction the scheme of amalgamation as set out in Annexure No.R of Company Petition No.105 of 2009, Annexure No.W of Company Petition No.106 of 2009 and Annexure No.X of Company Petition No.107 of 2009 and the schedule thereto and doth hereby declare that the same is binding on all the shareholders and creditors of the above named companies. This Court also observes that the consolidated accounts of the transferee company shall be finalized as per the accounting standards as applicable to the scheme of amalgamation. 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 that the transferor companies and transferee company shall pay the costs of these petitions set at Rs.3,000/- each to the Assistant Solicitor General, and the transferor companies shall pay costs of Rs.3,000/- each to the learned Counsel for the Official Liquidator Sri M.Anil Kumar, and that the said companies do file with the Registrar of Companies the certified copies of the orders within 30 days from this date. The Company Petitions are accordingly disposed of. ____________ (V.V.S.RAO, J) 06.08.2009 Note: Issue C.C in two days. B/o. vs