THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY PETITION Nos.18 and 19 of 2011 Dated: 30.03.2011 COMPANY PETITION No.18 of 2011 Between : Aim Vyapthi Advertising Private Limited …… Petitioner/Transferee Company COMPANY PETITION No.19 of 2011 Between : Aim Vyapthi Advertising and Media Private Limited …… Petitioner/Transferor Company The Court made the following:- THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY PETITION Nos.18 and 19 of 2011 COMMON ORDER : These two petitions are filed under Sections 391 and 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to sanction the scheme of amalgamation of Aim Vyapthi Advertising and Media Private Limited with Aim Vyapthi Advertising Private Limited. The petitioner in Company Petition No.18 of 2011- Aim Vyapthi Advertising Private Limited is the Transferee Company whereas the petitioner in Company Petition No.19 of 2011- Aim Vyapthi Advertising and Media Private Limited is the Transferor Company. The Transferor Company was registered with the name ‘Vyapthi Communications Private Limited under the Act in the State of Andhra Pradesh, pursuant to the certificate of incorporation issued by the Registrar of Companies, Andhra Pradesh on 12.10.1995 vide certificate of incorporation No. U74300AP1995PTC021991. Subsequently, the company’s name was changed to M/s. Aim Vyapthi Advertising and Media Private Limited vide fresh certificate of incorporation consequent upon change of name dated 28.04.2008. The registered office of the Transferor Company is situated at Flat No.3 E, Parameswara Apartments, Anand Nagar Colony, Khairatabad, Hyderabad, Andhra Pradesh-500 004. The authorised share capital of the Transferor Company is Rs.1,00,00,000/- divided into 1,00,000 equity shares of Rs.100/- each. The present issued, subscribed and paid-up capital of the Transferor Company is Rs.20,00,000/- divided into 20,000 fully paid-up equity shares of Rs.100/- each. The objects for which the Transferor Company was incorporated as set out in its memorandum of association have been enumerated in Para No.2 (C) of Company Petition No.19 of 2011. The Transferee Company is a private limited company incorporated under the Act, in the State of Andhra Pradesh, pursuant to the certificate of incorporation issued by the Registrar of Companies, Andhra Pradesh on 20.05.2005 vide certificate of incorporation No.01- 046314. The registered office of the Transferee Company is situated at Flat No.3E, Parameswara Apartments, Anand nagar Colony, Khairatabad, Hyderabad- 500 004, Andhra Pradesh. The present authorised share capital of the Transferee Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up capital of the Transferee Company is Rs.2,07,000/- divided into 20,700 fully paid-up equity shares of Rs.10/- each. Requisite Resolution was passed under the provisions of Section 16, 94(1) (b) and (d) of the Act by the members of the Transferee Company in the EGM held on 27.01.2011. With the said effect, the authorised share capital of the Transferee Company is Rs.5,00,000/- divided into 5,000 equity shares of Rs.100/- each. The objects for which the Transferee Company was incorporated as set out in its memorandum of association have been enumerated in Para No.2 (C) of Company Petition No.18 of 2011. The audited balance sheets of both the transferor company and transferee company as on 31.03.2010 have been filed along with the company petitions. It is stated that the Transferor Company is presently engaged in mainly to carry on the business of advertising, providing advertisers a complete range of advertising services on all mass media like hoarding, newspapers, printing media, radio, T.V. and films in different parts of India whereas the Transferee Company is also engaged in the same line of business. The business of advertising owned by both the companies are useful to each other in a greater manner. If the business of Advertising is done together, the expenditure involved in engaging the machinery, labour and other incidental expenditures can be reduced to the maximum level and the companies can be benefited at large scale with optimum utilisation of the resources owned by both the companies with a limited expenditure if they are used collectively with synergy of operations. In view of the advantages of the amalgamation, the Board of Directors of both the Transferor and Transferee Companies at their respective meetings held on 01.04.2010 approved the scheme of amalgamation with effect from 1st April, 2010, subject to the approval/consent of the shareholders and the confirmation by this Court. While placing a copy of the proposed Scheme of Amalgamation, these two applications have been filed for sanction of the said scheme. It is pleaded by the Transferor Company that it had four (4) secured creditors and four (4) unsecured creditors, whose loans are amounting to the extent of Rs.1,57,06,264/- and Rs.21,05,000/- respectively as on the date of this petition and that both the Transferor and Transferee Companies are held private limited companies and are unlisted. So far as the Transferee Company is concerned, it is stated that it had four (4) unsecured creditors, whose loans are amounting to the extent of Rs.17,59,066/- as on the date of this petition and it had no secured creditors. It is further stated that the scheme of amalgamation is in the interest of the Transferee Company, Transferor Company, their employees, creditors, their members and all concerned. It is also stated that no petition under Section 397 or 398 of the Act has been filed against the Transferor and Transferee Companies and there are no proceedings pending under Section 235 to 251 of the Act, against the Transferor and Transferee Companies. It is further stated that the assets of the Transferee Company and Transferor Company are sufficient to meet all the liabilities. The scheme of amalgamation does not involve any compromise with any creditors of the Transferor Company and Transferee Company and will not affect any of the creditors of the companies in any manner whatsoever. It is explained that so far as the shareholders of the Transferor and Transferee Companies are concerned, by order dated 25.01.2011 made in Company Application Nos.26 and 27 of 2011, this Court had dispensed with the convening of the meeting of the shareholders of the Transferor and Transferee Companies as all the shareholders had given their no objection by means of affidavits. I have heard the learned counsel for the petitioners and perused the material available on record. By order dated 11.02.2011 this Court directed notice to the Regional Director, Ministry of Corporate Affairs, Chennai; the Registrar of Companies, Andhra Pradesh at Hyderabad and the Official Liquidator, High Court of Andhra Pradesh. Publication of notice was also ordered in Deccan Chronicle (English Daily) and Andhra Bhoomi (Telugu Daily) published from Hyderabad Edition. In response to the notice ordered by this Court, the Registrar of Companies filed a common affidavit stating that the Transferor and Transferee Companies have to submit before this Court the ‘no objection certificates’ obtained form the creditors. Accordingly, in Company Petition No.18 of 2011, the learned counsel for the applicant vide memo USR No.561 dated 28.03.2011 filed the letters addressed by four secured creditors stating that they have no objection for the proposed scheme of amalgamation. So far as Company Petition No.19 of 2011 is concerned, the ‘no objection letters’ have been filed vide USR No.562, dated 28.03.2011. Having verified the said no objections given by the creditors, it is represented by the learned counsel for the Official Liquidator that the same are in order. The Official Liquidator filed a report dated 11.03.2011 stating that the affairs of the Transferor Company appear to have not been conducted in a manner prejudicial to the interest of the members or to public interest. In the common affidavit filed by the Registrar of Companies also no other objections have been raised against the proposed scheme of amalgamation. Having regard to the facts and circumstances noticed above and taking into consideration the fact that the scheme of amalgamation is not opposed to any provision of law or public interest, and despite notice of the admission of the company petitions by paper publication, no objection whatsoever have been received from any quarter, I am of the opinion that it is a fit case for granting sanction of the scheme of amalgamation as sought by the petitioners. Accordingly, both the Company Petitions are allowed and the scheme of amalgamation is approved. A copy of this order shall be filed before the Registrar of Companies within 30 days from the date of receipt of this order. No costs. __________ G. ROHINI, J Date: 30.03.2011 Ivd