THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.61 & 62 of 2010 (Dated : 29-04-2010) Between: C.P.No.61 of 2010 M/s.Country Club Bangalore Limited, Begumpet, Hyderabad, rep. By its Director Sri D.Krishna Kumar Raju …Transferor Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.61 & 62 of 2010 COMMON ORDER: These two Company Applications have been taken out under Sections 391 and 394 of the Companies Act, 1956 read with Rule 79 of the Companies (Court) Rules, 1959 seeking sanction to the scheme of amalgamation. These two petitions are interlinked and hence, they are being heard together and are being disposed of by this common order. More precisely, Company Petition No.61 of 2010 is filed by M/s. Country Club Bangalore Limited (hereinafter referred to as “Transferor Company”) and Company Petition No.62 of 2010 is filed by M/s.Country Condo’s Limited(hereinafter referred to as “Transferee company”). The Transferor company was originally incorporated under the name and style of Amrutha Resorts Private Limited in the State of Andhra Pradesh on 19th June, 1991, vide Certificate of Incorporation No.01-12828 of 1991-92 on 19th June, 1991 issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. Later on, it was converted to Public Limited Company and further, it changed its name to M/s.Country club Bangalore Limited and a fresh certificate of incorporation was issued on 29.10.1997. The registered office of the Transferor company is situated at 6-3-1219, Begumpet, Hyderabad – 500 016. The authorized share capital of the Transferor company is Rs.5,00,00,000/- (Rupees Five Crores only) divided into 50,00,000 (Fifty Lakhs) Equity shares of Rs.10/- (Rupees ten only) each and the entire capital has been issued, subscribed and fully paid up. The main objects of the Transferor company are to carry on business of Hotels, Motels, Resorts, Restaurants etc. The objects are more fully described in para 5 of the petition. The Transferee Company was originally incorporated on 25.9.1987 under the name and style of `Neocure Therapeutics Private Limited and later it was converted into a public Limited company on 21.7.1988. Later on, the company had changed its name as Country Condo’s Limited. The registered office of the Transferee Company is situated at 8-2-703, Mahogany Complex, Ground Floor, Amrutha Valley, Road No.12, Banjara Hills, Hyderabad – 500 034. The authorized share capital of Transferee Company is Rs.30,00,00,000/- (Thirty Crores only) divided into 30,00,000 (Thirty Crores only) Equity shares of Rs.1/- (Rupees one only) each. The issued, subscribed and paid up share capital of the transferee company is Rs.4,85,97,300/- (Rupees Four Crore Eighty Five Lakhs Niney Seven thousand Three Hundred only) divided into 4,85,97,300(Four Core Eighty Five Lakhs Ninety Seven Thousand Three Hundred Only) shares of Rs.1/- (Rupees one only) each. The objects of the transferee company are to acquire, construct, develop, improve, manage, administer and carry on the business in India and abroad of hotels, resorts etc. The objects are more fully described in para 4 of the petition. The salient features of the scheme of amalgamation are set out in paragraph 14 of the respective petitions. The principle object is to ensure and avail better opportunities and focus on accelerated growth of real estate and hospitality business in current globalised scenario in the real estate and hospitality segment. The company petitions came to be admitted on 08.04.2010. The petitioners were directed to take out notice to the Regional Director, Ministry of Corporate Affairs, Sastri Bhavan, New Delhi and the Official Liquidator. The petitioners were also directed to carry out publication in “Andhra Bhoomi” Telugu daily and “Business Standard” English daily of Hydeabad edition indicating the date of hearing as 29.04.2010. The petitioners carried out publication as ordered by this Court on 08.04.2010 and filed proof of publication accordingly. The Registrar of Companies placed on record his affidavit. It is stated in the affidavit that the transferee company should pay stamp duty as per the provisions of the Andhra Pradesh Stamp Act. The Board of Directors of the Transferor and Transferee company at their respective meetings held on 24.11.2009 have unanimously approved the scheme of amalgamation subject to approval of the shareholders and confirmation by this Court. The meeting of the shareholders of the transferor company came to be dispensed with, as per the orders dated 11.02.2010 passed in Company Application No.117 of 2010 and whereas the meeting of the shareholders of the Transferee Company came to be held on 20th March, 2010 at 11.30 A.M under the Chair-person appointed by this Court, as per orders of this Court in Company Application No.118 of 2010, dated 11.02.2010. The Official Liquidator filed report, bearing O.L.R.No. 140 of 2010 in Company Petition No. 61 of 2010. It is stated in the report that the affairs of the company do not appear to have been conduced in a manner prejudicial to the interest of its members or to the public interest. Heard learned counsel appearing for the petitioner in both the petitions, learned counsel appearing for the Official Liquidator and learned Assistant Solicitor General representing the Registrar of Companies and perused the material brought on record. The transferor company has no secured or unsecured creditors. The Transferee company has three unsecured creditors and all of them have given their consent. Learned counsel appearing for the petitioner submits that the Transferee company undertakes to pay necessary stamp duty, as per the requirement in Schedule 1A, as approved by the Government of Andhra Pradesh. No objection has been received from anyone opposing the proposed scheme of amalgamation of the Transferor company with the transferee company. From the material on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the scheme. In the facts and circumstances, I do not see any impediment in granting sanction to the scheme of amalgamation as proposed by the parties, since all the requisite statutory compliances have been fulfilled. Accordingly, these Company Petitions are 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; and Transferor company shall pay costs of the petition at Rs.3,000/- each to the Assistant Solicitor General and learned counsel representing the Official Liquidator, and the said companies do file with the Registrar of Companies a certified copy of the order within 30 days from today. _____________________ B.SESHASAYANA REDDY, J Dt. 29-04-2010 RAR THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.61 & 62 of 2010 (Dated : 29-04-2010)