THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.64, 65, 66, 67 and 68 of 2011 Connected with Company Application Nos.355, 356, 357, 358 and 359 of 2011 (Dated :09-09-2011) Company Application No.355 of 2011 M/s.Akruthi Infratech India Private Limited a company incorporated under the Companies Act, 1956 having its registered office at 3-5- 1098/10, 1st Floor, S.V.Colony, Narayanaguda, Hyderabad – 500 029., A.P., represented by its Director Sri. N.V. Vivekananda. ……Applicant/1s t Transferor Company). Company Application No.356 of 2011 M/s. BGK Engineering and Projects Private Limited a company incorporated under the Companies Act, 1956 having its registered office at 3-5-1098/10, 1st Floor, S.V.Colony, Narayanaguda, Hyderabad – 500 029., A.P., represented by its Director Sri. N.V. Vivekananda. ……….Applicant/2nd Transferor Company. Company Application No.357 of 2011 M/s. Harshini Infrastructure Private Limited a company incorporated under the Companies Act, 1956 having its registered office at 3-5- 1098/10, 1st Floor, S.V.Colony, Narayanaguda, Hyderabad – 500 029., A.P., represented by its Director Sri. N.V. Vivekananda. ……….Applicant/3rd Transferor Company. Company Application No.358 of 2011 M/s. Sri Maruthi Rama Project Engineering Combines Private Limited a company incorporated under the Companies Act, 1956 having its registered office at 3-5-1098/10, 1st Floor, S.V.Colony, Narayanaguda, Hyderabad – 500 029., A.P., represented by its Director Sri. N.V. Vivekananda ……….Applicant/4th Transferee Company. Company Application No.359 of 2011 M/s. Cryogenic Industrial Consultants Private Limited a company incorporated under the Companies Act, 1956 having its registered office at of 2-18, Street No.2, Kakatiya Nagar, Hyderabad – 500 007., A.P., represented by its Director Sri. Devaki Nandan Malladi. ……….Applicant/Transferee Company. THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.64, 65, 66, 67 and 68 of 2011 Connected with Company Application Nos.355, 356, 357, 358 and 359 of 2011 COMMON ORDER: 1. These company petitions have been taken out under Sections 391 and 394 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation. 2. More precisely, M/s.Akruthi Infratech India Private Limited (hereinafter referred to as the “1st Transferor Company”) is the petitioner in C.P.64 of 2011, M/s. BGK Engineering and Projects Private Limited (hereinafter referred to as the “2nd Transferor Company”) is the petitioner in C.P.No.65 of 2011, M/s. Harshini Infrastructure Private Limited (hereinafter referred to as the “3rd Transferor Company”) is the petitioner in C.P.No.66 of 2011, M/s. Sri Maruthi Rama Project Engineering Combines Private Limited (hereinafter referred to as the “4th Transferor Company”) is the petitioner in C.P.No.67 of 2011 and M/s. Cryogenic Industrial Consultants Private Limited (hereinafter referred to as the “Transferee Company”) is the petitioner in C.P.No.68 of 2011. 3. The 1st Transferor Company was originally incorporated as a Private Limited Company under the Corporate Identity No.U45200AP2008PTC059561 on 9th June, 2008 in the State of Andhra Pradesh. The Registered Office of the 1st Transferor Company is situated at 3-5-1098/10, 1st Floor, S.V. Colony, Besides Aditya Music Centre, Narayanaguda, Hyderabad – 500 029., Andhra Pradesh. 4. The authorized share capital of the Company as on 31.03.2010 was Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Company as on 31.3.2010 was Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. There is also a share application money in the Company to the extent of Rs.60,39,601/-. 5. The main objects of the Company are to purchase sell, develop, deal, take in exchange, or on lease, installment, or otherwise acquire, whether for investment or sale, or working the same, any real or personal estate including lands, mines, business, buildings, flats, commercial complexes, multiplexes, factories, mill, houses, hereditaments etc, which are more fully described in Para No.5 of the Company Petition No.64 of 2011. 6. The 2nd Transferor Company was incorporated as a Private Limited Company in the State of Andhra Pradesh on 9th April, 2003 under Certificate of Incorporation No.01-40813 of 2003-2004. The Registered Office of the Company is situated at 3-5-1091/8, 1st Floor, S.V.Colony, Besides Aditya Music Centre, Narayanaguda, Hyderabad – 500 029. 7. The authorized share capital of the Company as on 31.3.2010 was Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Company as on 31.3.2010 was Rs.26,39,900/- divided into 2,63,990 equity shares of Rs.10/- each. 8. The main objects of the Company are to carry on the business of providing to light, medium and heavy civil, electrical, mechanical, Hydraulic, pneumatic engineering industries, utilities processing plants organizations, installations, on a full turnkey basis provision of all materials, plant and performance of all works and services required for the design, engineering, procurement, construction, erection, commissioning etc, which are more fully described in Para No.5 of the Company Petition No.65 of 2011. 9. The 3rd Transferor Company was incorporated as a Private Limited Company in the State of Andhra Pradesh on 2nd December 2008 under Corporate Identity No.U70102AP20008PTC062065. The Registered Office of the Company is situated at 3-5-1091/8, 1st Floor, S.V.Colony, Besides Aditya Music Centre, Narayanaguda, Hyderabad – 500029. 10. The authorized share capital of the Company as on 31st March 2010 was Rs.2,00,00,000/- divided into 2,00,000 equity shares of Rs.100/- each. The issued, subscribed and paid up capital of the Company is Rs.1,00,000/- divided into 1000 equity shares of Rs.100/- each. 11. The main objects of the Company are to carry on the business of design, engineering and construction of industrial infrastructure projects, developing, maintaining and operating of road, highway project, bridge, express ways, Infra-urban roads and/or peri-urban roads like ring reoads and/or urban bypasses, fly-overs, bus and truck terminals, subways, port, inland waterways and inland ports, water supply project, irrigation project, sanitation and sewereage system, water treatment etc, which are more fully described in Para No.5 of the Company Petition No.66 of 2011. 12. The 4th Transferor Company was incorporated as a Private Limited Company in the State of Andhra Pradesh on 26th July, 1995 under Corporate of Incorporation No.01-21212 of 1995-96. The Registered Office of the Company is situated at 3-5-1091/8, 1st Floor, S.V.Colony, Besides Aditya Music Centre, Narayanaguda, Hyderabad – 500029. 13. The authorized share capital of the Company as on 31st March 2010 was Rs.1,25,00,000/- divided into 1,25,000 equity shares of Rs.100/- each. The issued, subscribed and paid up capital of the Company as on 31.3.2010 was Rs.1,02,87,900/- divided into 1,02,879 equity shares of Rs.100/- each. 14. The main objects of the Company are to manufacture, produce, process, formulate forge, compose, construct build, commission execute and design etc, which are more fully described in Para No.5 of the Company Petition No.67 of 2011. 15. The Transferee Company was incorporated as a Private Limited Company in the State of Andhra Pradesh on 26th March,1991 under Certificate of Incorporation No.01-12497 of 1990-91. The Registered office of the Company is situated at 2-18, Street No.2, Kakatiya Nagar, Habsiguda, Hyderabad – 500007. 16. The authorized share capital of the Company was Rs.85,00,000/- divided into 85,000 equity shares of Rs.100/- as on 31st March, 2010. The issued, subscribed and paid up capital of the Company was Rs.69,57,000/- divided into 69,576 equity shares of Rs.100/- each. 17. The main objects of the Company are to carryon the profession of Consultancy offering services in preparation of Project Reports, Location Technology, Project Management, Reduction if not elimination of cost and time over runs, adopting Computer aided techniques etc., which are more fully described in Para No.5 of the Company Petition No.68 of 2011. 18. The Transferee Company is engaged in the business of rendering technical consultancy services. The Transferor Companies are also engaged in similar line of activity. In order to take advantage of the infrastructural facilities of the Transferor Companies, the Transferee Company, after amalgamation would be in position to diversify into various products at different locations in view of its existing infrastructure and capacity being utilized at optimum level. The proposed amalgamation is to enable the Transferee Company to position itself to withstand market fluctuations with diversified products and to command large resources by virtue of larger capital base and reserves. The Scheme of Amalgamation has been considered by the Board of Directors of the Transferor Companies and Transferee Company and approved the same subject to the consent of the share holders and approval by this Court in their meetings held on 01.02.2011. Meeting of the share holders of the 1st Transferor Company came to be dispensed with as per order dated 30.3.2011 passed in C.A.No.355 of 2011. Meeting of the share holders of the 2nd Transferor Company came to be dispensed with as per order dated 30.3.2011 passed in C.A.No.356 of 2011. Meeting of the share holders of the 3rd Transferor Company came to be dispensed with as per order dated 30.3.2011 passed in C.A.No.357 of 2011. Meeting of the share holders of the 4th Transferor Company came to be dispensed with as per order dated 30.3.2011 passed in C.A.No.358 of 2011. 19. All the petitions came to be admitted on 08.04.2011. The petitioners were directed to take out publication in Business Standard & Andhra Bhoomi published from Hyderabad editions. The petitioners carried out the publication and filed the copies of the same. 20. The official liquidator placed on record his report vide O.L.R.Nos.135/2011 in C.P.No.64/2011, 137/2011 in C.P.No.65/2011, 141/2011 in C.P.No.67 of 2011 and –nil- in C.P.No.66 of 2011. 21. It is stated in the reports that the affairs of the Transferor Companies do not appear to have been conducted in a manner prejudicial to the interests of its members or to the public interest. 22. There are no secured creditors or unsecured creditors in the Transferor Companies 1, 2 & 4. There is only one secured creditor in the 3rd Transferor Company. No objection certificate has been placed on record from the secured creditor of the 3rd Transferor Company. The Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad, has filed a common report. The only objection raised in the report is that with regard to payment of Stamp Duty payable by the Transferee Company as provided under Article 20 Schedule 1(d), Schedule 1 (a) of the Indian Stamp Act 1989 as applicable to the State of Andhra Pradesh. 23. Heard learned counsel appearing for the petitioners, learned counsel appearing for the Official Liquidator and learned Assistant Solicitor General representing the Regional Director, Eastern Region, Ministry of Corporate Affairs, Hyderabad. 24. Learned counsel appearing for the petitioners submits that the petitioners have complied all the statutory requirements and no objection certificate has been secured from the secured creditors in respect of 3rd Transferor Company. 25. From the material on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and it is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme of Amalgamation. 26. The proposed scheme of amalgamation does not affect the employees of the Transferor Companies in any manner and they would continue to enjoy the same benefits as they used to before the scheme of amalgamation. 27. In the facts and circumstances, I do not see any impediment in granting sanction to the Scheme of Amalgamation as proposed since all the requisite statutory compliances have been fulfilled and the proposed scheme of amalgamation shall come into affect from 1st February 2011. 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 the transferee Companies shall pay the necessary stamp duty as per Article 20 (d) of schedule 1-A of the Indian Stamp Act, 1989 as applicable to the State of A.P. The Transferor Companies and Transferee Company shall pay a sum of Rs.5,000/- (Rupees Five Thousand Only) each to the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad and the Transferor Companies shall pay Rs.5,000/- (Rupees Five Thousand Only) each to the Official Liquidator attached to this Court. The Transferor Companies do file with the Registrar of the Companies an authenticated copy of this common order of the scheme within 30 days from today. 28. Accordingly, all the Company Petitions are allowed. No order as to costs. _______________________________ JUSTICE B. SESHASAYANA REDDY Date: 09.09.2011 mrb JUSTICE B. SESHASAYANA REDDY Date: 15.7.2011 mrb