THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.31 and 32 of 2011 (Dated : 21-04-2011) Between: Paschal Form Work (India) Private Limited …Petitioner/ Transferee Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.31 and 32 of 2011 COMMON ORDER: These company petitions have been taken out seeking sanction of the scheme of amalgamation as approved by the shareholders and creditors of the petitioner companies. M/s.Paschal Form Work (India) Private Limited (hereinafter referred to as “the Transferee Company”) is the petitioner in Company Petition No.31 of 2011. The Transferee Company was incorporated under the provisions of the Companies Act, 1956 as “M/s.Paschal Form Work (India) Limited” on 2nd May 2008 vide CIN No.U74900AP2008FTC058963. The authorized share capital of the Transferee Company is Rs.21,10,00,000/- divided into 2,11,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the company is Rs.21,10,00,000/- divided into 2,11,00,000 equity shares of Rs.10/- each. The main objects of the Transferee Company as set out in the Memorandum and Articles of Association are:- To manufacture, construct, fabricate, produce, process, design, develop, make, assemble, repair, refine, refurbish, reconstruct, re- manufacture and sell in permissible manner, directly or indirectly, thereby transfer ownership rights relating to all kinds of structural formwork solutions and structural formwork-systems etc., more fully described in para 2(d)(1) of Company Petition No.31 of 2011. M/s.Paschal Technology (India) Private Limited (hereinafter referred to as “the Transferor Company”) is the petitioner in Company Petition No.32 of 2011. The Transferor company was incorporated under the Companies Act, 1956 under the name and style of M/s.Paschal Technology (India) Private Limited on 2nd May 2008, vide CIN No.U74900AP2008FTC058964 in the State of Andhra Pradesh. The authorized share capital of the transferor company is Rs.2,10,00,000/- divided into 21,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the company is Rs.2,10,00,000/- divided into 21,00,000 equity shares of Rs.10/- each. The main objects of the Transferor company are:- To buy, sell, supply, import, export, distribute, lease out, let on hire or otherwise deal in structural formwork solutions and structural formwork systems to institutions in the construction industry including providing all other services with regard to fulfilling the requirement of formwork solutions and formwork systems in construction industry etc., more fully described in para 2 d (1) of the Company Petition 32 of 2011. The Transferor company and the Transferee Company are engaged in structural form work business having interdependent activities. Both the companies are under the same management and have complementing business activities. The Board of Directors of both the companies have decided to amalgamate both the companies to have synergy of operations which aims to cut down the high overhead cost, reducing the cost of capital and optimum utilization of machinery, manpower etc. The Board of Directors of the Transferor Company and Transferee Company at their meetings held on 28th October 2010 have approved the scheme of amalgamation with effect from 1st April 2010 subject to approval of the shareholders and also this Court. The meeting of the shareholders of the Transferee Company and Transferor company came to be dispensed with, as per the orders dated 22.2.2011 passed in C.A.No.152 and 153 of 2011. There are only two shareholders each in Transferor and Transferee companies and they have given their consent by way of affidavits annexed to these applications. The salient features of the scheme of amalgamation have been stated in para 6 of the respective petitions. The Transferor Company has no secured or unsecured creditors. The Transferee company has two secured creditors. Both the two secured creditors, namely, HDFC and Syndicate Bank have placed on record their no objection for the proposed scheme of amalgamation. Hence, these two petitions by the applicant companies seeking sanction of the scheme of amalgamation. Notice to the Regional Director, Ministry of Corporate Affairs and Registrar of Companies, A.P., Hyderabad and Official Liquidator came to be ordered on 8.3.2011. The petitioners were also directed to take out publication in “Business Standard” English daily and “Andhra Prabha” telugu daily. The petitioners filed proof of publications. The Official Liquidator placed on record his report bearing O.L.R.No.67 of 2011. The official liquidator reports that the affairs of the company appears to have not been conducted in a manner prejudicial to the interests of the members or to public interest. The Registrar of Companies, Andhra Pradesh, Hyderabad filed common affidavit stating that the Transferor and Transferee companies have to obtain No objection Certificates from the secured creditors and submit before this Court. The petitioners placed on record no objection letters from the secured creditors. Heard leaned counsel appearing for the petitioners and learned counsel appearing for the Official Liquidator and learned Assistant Solicitor General appearing on behalf of the Registrar of Companies and perused the material brought on record. The Board of Directors and shareholders of the Transferor and Transferee Companies have consented for the proposed scheme of amalgamation. The official liquidator has filed report stating the affairs of the company have not been conducted in a manner prejudicial to the members or to the public interest. There are only two secured creditors of the Transferor Company and both the secured creditors have placed on record their no objection for the proposed scheme of amalgamation. From the material 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. None of the parties concerned have come forward to oppose the scheme. Since all the statutory compliances have been fulfilled, I do not see any impediment in sanctioning the proposed scheme of amalgamation. Accordingly, both the company petitions are allowed sanctioning the scheme of amalgamation . The parties to the scheme or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to working of the scheme; and the said companies do file with the Registrar of Companies an authenticated copy of this order and the scheme within 30 days from this day. The Transferor company and Transferee Company shall pay costs of these petitions at Rs.5,000/- each to the Official Liquidator and the Registrar of Companies, Andhra Pradesh, Hyderabad. _____________________ B.SESHASAYANA REDDY, J Dt.21-04-2011 RAR THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.31 and 32 of 2011 DATED: 21-04-2011