THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.658, 659, 660, 661, 662, 663, 664 , 665 and 666 of 2011 Dated: 01st July, 2010 IN THE MATTER OF THE COMPANIES ACT (1 OF 1956) AND IN THE MATTER OF SECTIONS 391 AND 394 OF THE COMPANIES CT, 1956 AND In the matter of Stamlo Hotels Private Limited AND In the matter of Scheme of Arrangement Between Stamlo Hotels Private Limited (Transferee Company) AND M/S.ALANINE REAL ESTATES PRIVATE LIMITED (1ST TRANSFEROR COMPANY) M/S. BENZO REAL ESTATES PRIVATE LIMITED (2ND TRANSFEROR COMPANY) M/S IBU REAL ESTATES PRIVATE LIMITED ( 3RD TRANSFEROR COMPANY) M/S. LANSA REAL ESTATES PRIVATE LIMITED ( 4TH TRANSFEROR COMPANY) M/S LOMA REAL ESTATES PRIVATE LIMITED ( 5TH TRANSFEROR COMPANY) M/S NAPRO REAL ESTATES PRIVATE LIMITED ( 6TH TRANSFEROR COMPANY) M/S OXO REAL ESTATES PRIVATE LIMTED ( 7TH TRANSFEROR COMPANY) M/S THIO REAL ESTATES PRIVATE LIMITED ( 8TH TRANSFEROR COMPANY) ….Applicants/ Transferor Companies **** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.658, 659, 660, 661, 662, 663, 664, 665, 666 of 2011 COMMON ORDER: These company 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, seeking to dispense with the convening of meeting of shareholders and the secured/unsecured creditors of the applicant companies. 2. More precisely, M/s. ALANINE REAL ESTATES PRIVATE LIMITED (hereinafter referred to as the `1st Transferor company’) is applicant in Company Application No.658 of 2011, M/s. BENZO REAL ESTATES PRIVATE LIMITED (hereinafter referred to as `the 2nd Transferor Company’) is applicant in C.A.No.659 of 2011, M/S. IBU REAL ESTATES PRIVATE LIMITED (hereinafter referred to as `the 3rd Transferor Company’) is applicant in C.A.No.660 of 2011, M/S. LANSA REAL ESTATES PRIVATE LIMITED (hereinafter referred to as `the 4th Transferor Company’) is applicant in C.A.No.661 of 2011, M/S. LOMA REAL ESTATES PRIVATE LIMITED (hereinafter referred to as `the 5th Transferor Company’) is applicant in C.A.No.662 of 2011, M/S. NAPRO REAL ESTATES PRIVATE LIMITED (hereinafter referred to as `the 6th Transferor Company’) is applicant in C.A.No.663 of 2011, M/S. OXO REAL ESTATES PRIVATE LIMITED (hereinafter referred to as `the 7th Transferor company’) is applicant in C.A.No.664 of 2011 and M/S. THIO REAL ESTATES PRIVATE LIMITED (hereinafter referred to as `the 8th Transferor Company’) is applicant in Company Application No.665 of 2011. M/s. STAMLO HOTELS PRIVATE LIMITED (hereinafter referred to as “the Transferee Company”) is the applicant in Company Application No.666 of 2011. 3. The authorized share capital of the 1st Transferor Company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is Rs.46,99,550/- divided into 4,69,955 equity shares of Rs.10/- each fully paid up. 4. The authorized share capital of the 2nd Transferor Company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs10/- each and the issued, subscribed and paid up share capital is Rs.49,96,250/- divided into 4,69,625/- equity shares of Rs.10/- each fully paid up. 5. The authorized share capital of the 3rd Transferor company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is Rs.47,04,580/- divided into 4,70,458 equity shares of Rs.10/- each fully paid up. 6. The authorized share capital of the 4th Transferor Company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is Rs.47,04,580/- divided into 4,70,458/- equity shares of Rs.10/- each fully paid up. 7. The authorized share capital of the 5h Transferor Company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is Rs.57,86, 400/- divided into 5,78,640/- equity shares of Rs.10/- each fully paid up. 8. The authorized share capital of the 6th Transferor Company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is Rs.59,77,020/- divided into 5,97,702/- equity shares of Rs.10/- each fully paid up. 9. The authorized share capital of the 7th Transferor Company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is Rs.57,86,400/- divided into 5,78,640/- equity shares of Rs.10/- each fully paid up. 10. The authorized share capital of the 8th Transferor Company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is Rs.56,97,380/- divided into 5,69,738/- equity shares of Rs.10/- each fully paid up. 11. The main objects of the applicants/Transferor Companies are to construct, erect, build, repair, remodel, demolish, develop, improve and to carry on the business of builders developers, contractors etc., more fully described in para.5 of the affidavits filed in support of the respective applications. 12. The Transferee Company is a private limited company incorporated under the provisions of the Companies Act, 1956. It’s authorized share capital is Rs.20,00,00,000/- divided into 2,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.16,53,96,400 equity shares of Rs.10/- each fully paid up. The main objects of the Transferee Company is to acquire, establish, promote, run, manage, lease and otherwise carry on the business of hotel, restaurants, resorts, convention centers etc., more fully described in para 5(a) of the affidavit filed in support of the application. 13. There are only three shareholders in the 1st Transferor Company and all of them have placed on record their affidavits giving their consent to the scheme of amalgamation. There are five shareholders in the 2nd Transferor Company and all the five shareholders have placed on record their affidavits giving their consent to the scheme of amalgamation. The 3rd Transferor Company and 4th Transferor Company have three shareholders each and all of them have given their consent to the proposed scheme of amalgamation by way of affidavits respectively. The 5th Transferor Company, 6th Transferor Company, 7th Transferor Company and the 8th Transferor Company have four shareholders each and all the four have placed on record their affidavits respectively, giving their consent to the scheme of amalgamation. 14. The applicants/Transferor companies have no secured or unsecured creditors. 15. Heard learned counsel appearing for the applicants and perused the affidavit filed in support of the applications. 16. The Board of Directors of all the applicant companies in their respective meetings held on 4.2.2011 approved the scheme of amalgamation. The shareholders of the applicant companies placed on record their consent in the form of notarized affidavits. There are no secured or unsecured creditors in the Transferor Companies. There are no unsecured creditors in the Transferee Company. The only secured creditor in the Transferee Company is Axis Bank Limited. The sole secured creditor, i.e., Aix Bank through letter dated 24.5.2011 has reported no objection for merger of eight Transferor Companies with the Transferee Company with effect from 01st April, 2010. In view of the above, I am of the considered opinion that there is no necessity of convening of meeting of the shareholders, and secured/unsecured creditors of the applicant Companies, for the purpose of considering the proposed scheme of amalgamation. 18. Accordingly, the Company Applications are allowed and convening of the meeting of the shareholders and secured/unsecured creditors of the applicant companies is dispensed with. ______________________ B.SESHASAYANA REDDY, J. Date: 1st July, 2011 RAR THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.658, 659, 660, 661, 662, 663, 664 , 665 and 666 of 2011 Dated:01st July, 2011