THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY C.P.NO.100 OF 2011 ORDER This application has been taken out by M/s.Sea Gold Aqua Farms Limited under Section 391 read with Section 100 of the Companies Act, 1956 seeking approval of the scheme of amalgamation including the reduction of share capital. The applicant company was incorporated under the provisions of the Companies Act, 1956 on 5-10-1993 vide Certificate of Incorporation bearing No.01-16389. The registered office of the applicant company is situated at Plot No.118, Journalist Colony, Jubilee Hills, Hyderabad. The authorized share capital of the applicant company is Rs.5,50,00,000/- divided into 55,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the applicant company is Rs.4,48,24,000/- divided into 44,82,400 equity shares of Rs.10/- each. The main objects of the applicant company have been stated in paragraph No.5 of the application. The applicant company is engaged in the business of manufacture, aid, assist, promote and develop hatcheries, required for hell fish, fin fish, sea water foods and other crustarecca. The applicant company, on account of sustained losses over a considerable period of time, has accumulated loss to the tune of Rs.5,34,00,000/- as per the Audited Balance Sheet as on 31-03-2009 and the same is pure business loss. Therefore, in order to save the company and take it to greater heights and serve the shareholders with returns, the applicant company held negotiations and rounds of discussion and reached a conclusion that there is a necessity to have a composite scheme of arrangement, compromise with the creditors and restructuring the capital as well as further issue of capital to set the process in motion to yield its better results. Under the scheme of arrangement, New Promoters are contemplating to bring in additional funds for diversified activities viz., infrastructure including construction and power generation, by amending the main objects Clause IIIA of Memorandum of Association. Once the scheme is approved, new promoters shall revive the company’s operations with new objects and new name at a later date, which would benefit the existing shareholders in particular and other stake holders at large. The Board of Directors of the applicant company at their meeting held on 7-2-2011 approved the scheme of arrangement between the applicant company and its shareholders subject to the approval/consent of the shareholders and confirmation by this Court. The petitioner moved C.A.No.219 of 2011 seeking appointment of a Chairman to convene the meeting of the shareholders. The said application came to be allowed on 28-3-2011 appointing Sri G.Kalyan Chakravarthy, practicing Advocate of this Court as Chairman of the meeting. Sri G.Kalyan Chakravarthy conducted the meeting of the shareholders after duly advertising the date of meeting of the shareholders in English Daily of ‘Business Standard’ and Telugu Daily of “Andhra Prabha”, Hyderabad Edition. 23 shareholders present in person and 6 shareholders exercised their proxies, one vote came to be invalid and all others voted in favour of the proposed scheme of arrangement. Accordingly, Sri G.Kalyan Chakravarthy placed on record his report on 18-4-2011. Hence, this application seeking sanction of the scheme. The company petition came to be admitted on 27-4- 2011. The petitioner was directed to take out publication in English Daily of ‘Business Standard’ and Telugu Daily of ‘Andhra Prabha’, Hyderabad Edition, indicating the date of hearing of the company petition as 10-6-2011. The petitioner took out the publication and filed copies of the publication as proof. None appeared to resist the application. The Regional Director (South East Region), Ministry of Corporate Affairs, Hyderabad, placed on record his report. No objections have been taken by the Regional Director with regard to the proposed scheme. Paragraph 10 of the affidavit of the Regional Director is to be noted and it is thus: “The major issues of the scheme of arrangement mentioned under para 5 to 8 was approved by majority of the shareholders of the petitioner company in the general meeting held on 16-4-2011 with requisite majority and in view of the above and considering that there is no pending complaints against the affairs of the company, the company petition may kindly be disposed of on merits and pass orders as it may deem fit.” Heard the learned counsel appearing for the petitioner and perused the material brought on record. As seen from the material brought on record, the petitioner has completed all the statutory procedure for approval of the scheme of arrangement. The proposed scheme of arrangement appears to be fair and reasonable and it is not in violation of any of the statutory provisions. Since all the requisite compliances have been fulfilled, the Company Petition is allowed approving the `Scheme of Arrangement’. The petitioner company do lodge an authenticated copy of this order and the scheme with the Registrar of Companies, within 30 days from the date of this order. The parties to the scheme of arrangement or other persons interested shall be at liberty to apply to this Court for any direction that may be necessary in regard to the scheme of arrangement. The petitioner company shall pay costs of Rs.5,000/- to the Regional Director (South Eastern Region), Ministry of Corporate Affairs. Costs are to be paid within four weeks. __________________________ B.SESHASAYANA REDDY,J rkk Dated: 2-8-2011