THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.534, 535, 536 and 537 of 2011 (Dated : 20-04-2011) Between: M/s.Gamaa Developers Private Limited and others ..Transferor Companies a n d M/s.IVR Hotels and Resorts Limited ...Transferee Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.534, 535, 536 and 537 of 2011 COMMON ORDER: These four applications have been taken out under Sections 391 and 394 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959 with a prayer to dispense with the convening of the meeting of the shareholders of the applicant- companies. 2. The applicant in C.A.No.534 of 2011 is M/s.Gamaa Developers Private Limited (hereinafter referred to as the “1st Transferor Company”). The said company was incorporated as a private limited company under the name and style of M/s.Gamaa Developers Private Limited on 13th August, 2007 in the State of Andhra Pradesh under Corporate Identity No.U70102AP2007PTC055119 of 2007-2008. Its authorized share capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid up and the entire share capital is held by M/s. IVR Hotels and Resorts Limited (hereinafter referred to as “the Transferee Company”). The main objects of the 1st Transferor Company are to purchase, acquire, take on lease or in exchange or in any other lawful manner any area, land, buildings, structures etc. 3. The applicant in C.A.No.535 of 2011 is M/s.Haripuram Developers Private Limited (hereinafter referred to as the “2nd Transferor Company”). The said company was incorporated as a private limited company under the name and style of M/s.Haripram Developers Private Limited on 18th June, 2007 in the State of Andhra Pradesh under Corporate Identity No.U70102AP2007PTC054496 of 2007-2008 issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. Its authorized share capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid up and the entire share capital is held by Transferee Company and its nominees. The main objects of the 2nd Transferor Company is to purchase, acquire, take on lease or in exchange or in any other lawful manner any area, land, buildings, structures etc. 4. The applicant in C.A.No.536 of 2011 is M/s.IVR Prime Developers (Nellore) Private Limited (hereinafter referred to as 3rd Transferor Company) was incorporated as a private limited company under the name and style of M/s.IVR Prime Developers (Nellore) Private Limited on 9th October 2007 in the State of Andhra Pradesh under Corporate Identity No.U45400AP2007PTC055866 of 2007-2008 issued by Registrar of Companies, Andhra Pradesh, Hyderabad. Its authorized share capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid up and the entire share capital is held by the transferee company and its nominees. The main objects of the 3rd Transferor company is to purchase, acquire, take on lease or in exchange or in any other lawful manner any area, land, buildings, structures and to turn the same into account, develop the same and dispose of or maintain the same and to build townships, industrial parks, independent houses, flats, housing colonies, commercial complexes, markets, infrastructural projects or other buildings or conveniences thereon and to equip the same or any part thereof with all or any amenities or conveniences, drainage, electric, telegraphic, telephonic, television installations and to deal with the same. 5. The applicant in C.A.No.537 of 2011 is M/s.Papankuhi Developers Limited (hereinafter referred to as “the 4th Transferor Company”). The said company was incorporated as a private limited company under the name and style of M/s.Papankuzhi Developers Private Limited on 13th February 2007 in the State of Andhra Pradesh under Corporate Identity No.U70102AP2007PTC052727 of 2007- 2008 issued by Registrar of Companies, Andhra Pradesh, Hyderabad. The authorized share capital of the company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid up and the entire share capital is held by the transferee company and its nominees. The objects of the 4th Transferor company are detailed in para 20 of the company application No.534 of 2011. 6. The Transferee Company has undertaken development of project of 700 acres at Sriperumbudur near Chennai for development of residential and commercial complexes, Hardware SEZ, Convention Centre, Tourism and recreation facilities, schools and hospitals etc. All the Transferor companies are 100% subsidiary of the transferee company. The Board of Directors of the Transferor companies have opined that the amalgamation of the Transferor companies with the Transferee company will ensure better business opportunities and focus on accelerated growth of their business and ultimately benefit the shareholders, creditors and employees and would sub-serve their interests. To achieve the said objective, a scheme of amalgamation has been arrived at by the Board of Directors of the Transferor companies and they have decided to make requisite applications/petitions under Sections 391 and 394 of the Companies Act, for sanction of the scheme of amalgamation. The Board of Directors of the Transferor companies at their meeting held on 9.3.2011 and Transferee company at their meeting held on 9.3.2011 approved the scheme of amalgamation of Transferor companies with the Transferee company with effect from 01.4.2011, subject to approval/consent of the shareholders and confirmation by this Court. 7. The shareholding pattern has been stated in page No.382 of the respective applications. Mr.E.Sunil Reddy has sworn to the affidavit giving consent to the proposed scheme of amalgamation. The applicant-companies have not availed any secured or unsecured loans. It is also stated in the applications that no investigation or proceedings are pending under Sections 235 and 237 of the Companies Act, 1956 or other provisions of the Act against the Transferor companies or the Transferee company. Hence, these applications. 8. Heard learned counsel appearing for the applicant-companies and perused the material brought on record. 9. Learned counsel appearing for the applicant companies submits that the Transferee company holds all the equity shares in the Transferor companies and the share holding pattern has been detailed at page No.382 of the respective applications. E.Sunil Reddy has placed on record his notarized sworn affidavit indicating consent to the proposed scheme of amalgamation. 10. Having regard to the facts and circumstances noted above, particularly keeping in view the affidavit of E.Sunil Reddy giving consent for the proposed scheme of amalgamation, I am of the opinion that there is no need for convening the meeting of the shareholders of the applicant companies for the purpose of considering the proposed scheme of amalgamation. 11. Accordingly, the company applications are allowed as prayed for and convening the meeting of the shareholders of the applicant companies is hereby dispensed with. _____________________ B.SESHASAYANA REDDY, J Dt.20-04-2011 RAR THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.534, 535, 536 and 537 of 2011 (Dated : 20-04-2011)