IN THE HIGH COURT OF JUDICATURE OF ANDHRA PRADESH AT HYDERABAD (ORIGINAL JURISDICTION) MONDAY, THE TWELFTH DAY OF OCTOBER, TWO THOUSAND NINE PRESENT THE HON’BLE SRI JUSTICE V.V.S.RAO COMPANY PETITION Nos.139 and 140 of 2009 CONNECTED WITH COMPANY APPLICATION Nos.1702 and 1703 of 2008 In the matter of Companies Act, 1956 and In the matter of Sections 391 and 394 of the said Act and In the matter of Scheme of Amalgamation of M/s.Sree Sai Srinivasa Constructions Private Limited (Transferor Company) with M/s.R.K.Infracorp Private Limited (Transferee Company) Company Petition No.139 of 2009 Sree Sai Srinivasa Constructions Private Limited, A company incorporated under the Companies Act, 1956, Having its registered Office at No.1/712, Dwaraka Nagar, Cuddapah-1 Andhra Pradesh, represented by its Managing Director Sri R.Srinivasa Reddy. … Petitioner/ Transferor Company. Company Petition No.140 of 2009 R.K.Infracorp Private Limited, A company incorporated under the Companies Act, 1956, Having its registered Office at No.1/712, Dwaraka Nagar, Cuddapah – 1, Andhra Pradesh, Represented by its Managing Director, Smt.R.Madhavi. … Petitioner/ Transferee Company. THE COURT MADE THE FOLLOWING COMMON ORDER ON PETITIONS The above petitions coming on for hearing on 12th October 2009, upon reading the said petitions, the common order dated 29.12.2008 in Company Application Nos.1702 and 1703 of 2008 dispensing with requirement of convening the meeting of shareholders and members of the above named companies for the purpose of considering and approving with or without modification the scheme of amalgamation to be made between the transferor company and the transferee company, and also on going through the consent obtained from all the shareholders filed before this Court, and upon hearing Sri C.N.R.Jyothula, Advocate for the petitioners, and it is appearing from the affidavits of the share holders and creditors that the proposed Scheme of Amalgamation has been approved by all creditors and the share holders of the petitioner companies. The Central Government filed a common report expressing no objection for the Scheme of Amalgamation. Official Liquidator has filed a report raising objection to the effect that though transferor company availed certain amounts towards vehicle loans, consent letters have not been furnished. The said objection is complied with by filing such consent letters. After going through the same, and also having noticed that no objection of any nature has been received for the proposed scheme of amalgamation from the public, this Court doth hereby sanction the scheme of amalgamation as set out in paragraph No.15 of the petitions herein and the schedule thereto (Annexure-J) and doth hereby declare that the same is binding on all the shareholders and creditors of the above named companies. This Court also observes that the consolidated accounts of the transferee company shall be finalized as per the accounting standards as applicable to the scheme of amalgamation. 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 and that the transferor company and transferee company shall pay the costs of these petitions set at Rs.3,000/- each to the Assistant Solicitor General, and the transferor company shall pay costs of Rs.3,000/- to the learned Counsel for the Official Liquidator Sri M.Anil Kumar, and that the said companies do file with the Registrar of Companies the certified copies of the orders within 30 days from this date. The Company Petitions are accordingly disposed of. ____________ (V.V.S.RAO, J) 12.10.2009 vs