THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.1727 & 1728 of 2011 (Dated : 25-11-2011) Between: GAR Hotels Private Limited (Applicant in Company Application No.1727 of 2011) GAR Hotels and Estates Private Limited (Applicant in Company Application No.1728 of 2011) ....Applicants THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.1727 & 1728 of 2011 COMMON ORDER: These two applications have been taken out under Sections 391 to 394 of the Companies Act, 1956, read with Rule 67 of the Company (Court) Rules, 1959 to dispense with the meetings of shareholders, secured and unsecured creditors of the applicant companies. 2. GAR Hotels Private Limited (hereinafter referred to as “the Transferor Company”) is the applicant in Company Application No.1727 of 2011 and whereas GAR Hotels and Estates Private Limited (hereinafter referred to as “the Transferee Company”) is the applicant in Company Application No.1728 of 2011. 3. The Transferor Company was originally a partnership firm which was formed by execution of a partnership deed dated 12th April, 2010. The partnership firm was subsequently converted into a company in accordance with the provisions of the Companies Act. The registered office of the Transferor Company is situated at Laxmi Cyber Centre, 8-2-682, Road No.12, Banjara Hills, Hyderabad-500 034. 4. The authorized share capital of the Transferor company is Rs.50,00,000 divided into 5,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Transferor Company is Rs.38,21,400/- divided into 3,82,140 Equity shares of Rs.10/- each fully paid up. 5. The main objects of the Transferor Company are to establish and carry on India or elsewhere the business to acquire, undertake, promote, run, manage, own, lease, convert, build, commercialize, handle, operate, renovate, construct, maintain, improve, exchange , furnish, recondition etcetera. 6. The Transferee Company was originally incorporated under the Companies Act, 1956 on 3rd February 2003 as GAR Constructions Private Limited. Subsequently, it changed its name to GAR Hotels and Estates Private Limited on 7-5-2009. The company has its registered office at 8-2-682, Laxmi Cyber Centre, Road No.12, Banjara Hills, Hyderabad-500 034. 7. The authorized share capital of the Transferee Company is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the company is Rs.11,19,000/- divided into 1,11,900 equity shares of Rs.10/- each fully paid up. 8. The main objects of the Transferee company are to establish, construct, manage and run hotels including restaurants & motels, holiday homes, lodges, health resorts service apartments, render hospitality services, render consultancy services in all aspects of hospitality services/hotel industry including all facets of Tourism business and industry, Air ticketing, operating tour packages through Air, Road, waterways and to own, maintain and run necessary fleet for the said purpose, to operate as money changers with necessary Governmental/Reserve Bank of India approvals as may be required from time to time, to promote other companies etcetera. 9. The Transferor Company is wholly subsidiary of the Transferee Company. The Transferee Company along with its nominee shareholders holds the entire issued and paid up equity share capital of the Transferor Company. The object and rationale of the scheme of amalgamation, as set out in para 3 of the Company Application No.1728 of 2011 is to bring about better synergies, strengthening the existing business, better administrative control and to reduce overall costs of operation and improve administrative efficiency of the Transferee Company. 10. The Board of Directors of the Transferor Company and Transferee Company at their respective meeting held on 1st October 2011 and 3rd October 2011 have approved the proposed scheme of amalgamation. 1 1 . There are only two shareholders in the Transferor Company. Both the shareholders have placed on record their consent affidavits; vide Page No.85 of Company Application No.1727 of 2011. There are no secured or unsecured creditors in the Transferor Company. 12. There are only three shareholders in the Transferee Company. They placed on record their consent affidavits, vide page No.86 of the Company Application No.1728 of 2011. There are no secured creditors in the Transferee Company. There are 11 unsecured creditors in the Transferee Company and all of them have given their consent affidavits, which find place at Page Nos.94 to 121 of Company Application No.1727 of 2011. 13. Hence these two applications to dispense with the meetings of the shareholders, secured creditors and unsecured creditors to consider the proposed scheme of amalgamation. 14. Heard learned counsel appearing for the applicants and perused the material brought on record. 15. As could be seen from the material brought on record, the shareholders of the Transferor Company and the shareholders as well as the unsecured creditors of the Transferee Company have placed on record their affidavits giving consent for the proposed scheme of amalgamation. In view of the consent affidavits from the shareholders and unsecured creditors, there is no need to convene their meetings. 16. Accordingly, the applications are allowed dispensing with the meetings of equity shareholders, secured creditors and unsecured creditors of the applicant companies. _____________________ B.SESHASAYANA REDDY, J Dt.25-11-2011 RAR