THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.60 of 2011 Date:10th August, 2011 M/s.Shree Malani Industries Private Limited, a Company incorporated under the Companies Act, 1956, having its registered office at “35, Mahatma Gandhi Road, Secunderabad – 500 003, rep. by its Managing Director Sri Purshottam Malani. …Transferor Company *** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.60 of 2011 ORDER: This Company Petition has been taken out by M/s.Shree Malani Industries Private Limited (hereinafter referred to as ‘the transferor Company’) under Sections 391 and 394 of the Companies Act, 1956, seeking sanction of the scheme of amalgamation. 2. The transferor Company was originally incorporated as a private limited on 06.12.1996, in the State of Andhra Pradesh vide Certificate of Incorporation No.01-25896 of 1996-97. The registered office of the transferor Company is situated at 35, Mahatma Gandhi Road, Secunderabad – 500 003. The authorized share capital of the transferor Company is Rs.3,00,00,000/- divided into 3,00,000 equity shares of Rs.100/- each. The issued, subscribed and paid up capital of the transferor Company is Rs.1,99,90,000/- divided into 1,99,900 equity shares of Rs.100/- each. All the shares are held by M/s.Centuary Fibre Plates Private Limited (hereinafter referred to as ‘the transferee Company’). 3. The transferee Company was originally incorporated as a Private Limited Company in the State of Andhra Pradesh, on 17.04.1986, under Certificate of Incorporation No.6389 of 1986-87. The registered office of the transferee Company is also situated at 35, Mahatma Gandhi Road, Secunderabad–500003. The authorized share capital of the transferee Company is Rs.24,00,000/- divided into 24,000 equity shares of Rs.100/- each. The present issued, subscribed and paid up capital is Rs.21,00,000/- divided into 21,000 shares of Rs.100/- each fully paid up. 4. The main objections of the transferor Company are to carry on business of manufacturers, producers, processors, exporters, importers, wholesalers, retailers of and dealers in all kinds of coir and rubberized coir products, particle and laminated boards of coir, coir ply board hard, soft, building and insulating boards, veneered panels of every description individually or in combination with polyurethane, natural and synthetic resins, rubber, jute, cotton, felt wood, wood veneer, vegetable fibres, baggasse and items of similar types, more fully described in Para.5 of the Company Petition. 5. The main objects of the transferee Company are to carry on the business of manufacturers, producers, processors, exporters, importers, wholesalers, retailers of and dealers in all kinds of coir and rubberized coir products, polyurathene and natural or synthetic material, rubber, jute, cotton silk, individually or in combination etc., more fully described in Para.10 of the Company Petition. 6. The transferor Company and the transferee Company are engaged in the activities, which are supplemental to each other. Therefore, the transferor Company is proposed to be amalgamated with the transferee Company to eliminate inter-company transactions, duplication of administrative efforts etc. The proposed scheme of amalgamation, according to the transferor Company, would also result in synergy of operations of the transferor and transferee Companies. Salient features of the amalgamation have been detailed in para.14 of the Company Petition. In view of the advantages of the amalgamation, the Board of Directors of the transferor Company and the transferee Company at their respective meetings held on 12.02.2001 approved the scheme of amalgamation of the transferor Company with the transferee Company with effect from 01.04.2011, subject to the approval/consent of the shareholders of the transferor Company and the confirmation by this Court. 7. There are only two shareholders in the transferor Company and both of them had given their consent by way of affidavits to the proposed scheme of amalgamation. Therefore, meeting of the shareholders of the transferor Company came to be dispensed with as per order, dated 18.03.2011, passed in Company Application No.224 of 2011. The transferor Company has not availed any secured loan. However, the transferor Company has availed unsecured loans by way of Sales Tax Deferment which will be transferred to the transferee Company on sanctioning the scheme of amalgamation. It is stated that the transferor and transferee Companies are unlisted companies and no investigations or proceedings are pending under Sections 235, 237 or other provisions of the Companies Act, 1956, or under any Act against them. Hence, this Company Petition seeking sanction of the scheme of amalgamation. 8. The Company Petition came to be admitted on 08.04.2011. The petitioner was directed to take out notice to the Regional Director, Ministry of Corporate Affairs, Shastri Bhavan, 5th Floor, A Wing, Block I, 26, Haddows Road, Chennai – 600 006; to the Registrar of Companies, Andhra Pradesh, Hyderabad, and to the Official Liquidator, High Court of A.P., Gagan Vihar, 2nd Floor, Opp:Exhibition Grounds, Nampally, Hyderabad. The petitioner was also directed to take out publication in ‘The Business Standard” (English daily) and ‘Andhra Bhoomi’ (Telugu daily) published from Hyderabad Editions. The petitioner Company placed on record proof of compliance of the directions. 9. The Regional Director (South Eastern Region), A.P., Hyderabad, placed on record his affidavit. It is stated in the affidavit that the transferor Company is fully owned subsidiary of the transferee Company viz., M/s.Centuary Fiber Plates Private Limited and the entire share capital of the transferor Company is held by the transferee Company, and hence, there would be no issue of equity shares of the transferee Company to the share holders of the transferor Company and the equity shares of the transferor Company shall automatically stand cancelled upon ordering the scheme of amalgamation. 10. The Official Liquidator placed on record his report. It is stated in the report of the Official Liquidator that the affairs of the Company appear to have not been conducted in a manner prejudicial to the interest of the members or to public interest. 11. Heard learned counsel appearing for the petitioner Company; learned Assistant Solicitor General representing the Regional Director (South Eastern Region), Hyderabad, A.P., and learned counsel appearing for the Official Liquidator. 12. Despite publication being effected, no objections have been received from any quarter opposing the proposed scheme of amalgamation. The salient features of the amalgamation are to consolidate the business and to eliminate the inter-company transactions etc. The Board of Directors as well as the shareholders of the Company considered the proposed scheme of amalgamation and approved the same. 13. From the material placed 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. 14. Since all the requisite statutory compliances have been fulfilled, the Company Petition is allowed sanctioning the scheme of amalgamation with effect from 01.04.2011. The transferor Company shall stand dissolved without going through the process of winding up w.e.f. 01.04.2011. 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. The transferor Company shall pay a sum of Rs.5,000/- (Rupees five thousand only) each to the Regional Director (South Eastern Region), Hyderabad, A.P., and to the Official Liquidator, High Court of A.P., Hyderabad, towards costs. The petitioner Company do file with the Registrar of Companies an authenticated copy of this order and the scheme within 30 days from this date. 15. Accordingly, the Company Petition is allowed. ______________________ B.SESHASAYANA REDDY, J. Date:10th August, 2011. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.60 of 2011 Date:10th August, 2011