THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.7 of 2010 and Company Petition No.8 of 2010 Date:18th March, 2010 Between: M/s. Sajjala Enterprises Private Limited, a Company incorporated under the Companies Act, 1956 having its registered office at 8-2-120/86/5, Sneha House, 4th Floor, Road No.3, Banjara Hills, Hyderabad – 500 034, represented by its Director Sri Sajjala Sandeep Reddy. … Petitioner/Transferor Company M/s.R.R. Stones Private Limited, a Company incorporated under the Companies Act, 1956 having its registered office at 8-2-120/86/5, Sneha House, 4th Floor, Road No.3, Banjara Hills, Hyderabad – 500 034, represented by its Managing Director Sri Sajjala Divakar Reddy … Petitioner/Transferee Company *** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.7 of 2010 and Company Petition No.8 of 2010 COMMON ORDER: These two petitions have been filed under Section 391 and 394 of the Companies Act, 1956, seeking sanction and confirmation of this Court for the scheme of amalgamation. More precisely, C.P.No.7 of 2010 is filed by M/s.Sajjala Enterprises Private Limited, a Company incorporated under the Companies Act, 1956 (hereinafter referred to as ‘the transferor company’). C.P.No.8 of 2010 is filed by M/s. R.R.Stones Private Limited, a Company incorporated under the Companies Act, 1956 (hereinafter referred to as ‘the transferee company’). 2. Both the Company Petitions came to be admitted on 27.01.2010. The petitioners were directed to take out notice of hearing of these petitions in ‘ANDHRA BHOOMI’, Telugu daily and ‘BUSINESS STANDARD’ English daily, Hyderabad Editions, fixing the date of hearing as 24.02.2010 and for filing proof of publication. The petitioner Companies took out publication and filed copies of the same as proof of compliance of the directions given by this Court on 27.01.2010. 3. The Registrar of Companies filed its common affidavit on 23.02.2010. It is stated in the report that the transferee company has to obtain and produce Consent/NOC from Secured/Unsecured Creditors. The Official Liquidator also placed on record his report in C.P.No.7 of 2010. It is stated in the report that the Official Liquidator is of the opinion 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. 4. The transferor Company has authorized share capital of Rs.7,00,00,000/- divided into 70,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital of the transferor company as on 31st March, 2009, is Rs.55,00,180/- divided into 5,50,018 equity shares of Rs.10/- each fully paid. The objects of the transferor company is to produce, manufacture, treat, process, prepare, refine, import, export, purchase, sell and generally to deal in either as principals or as agents either solely or in partnership with others, all types and kinds of minerals, ores, metals, stones and all its allied activities such as mining, quarrying in, trading or setting up mineral based industries and of all kinds of cement, clinker and/by products thereof, as also cement products of any or all descriptions, such as pipes, poles, slabs, asbestos sheets, blocks, tiles, garden ware, plaster of paris, lime pipes, building materials and otherwise, and articles, things, compounds and preparations connected with the aforesaid products, and in connection therewith to take on lease or otherwise acquire, erect, construct, establish, work, operate and maintain factories, quarries, mines and workshop. The transferor Company filed Company Application No.2018 of 2009 to dispense with the meeting of the shareholders, since all the shareholders of the Company have given their affidavits. The said application came to be allowed on 17.12.2009. 5. The transferee Company has authorized share capital of Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the transferee Company as on 31st March, 2009 is Rs.3,84,00,000/- divided into 38,40,000 equity shares of Rs.10/- each. The main objects of the transferee company, inter alia, are to carry on the business of acquiring quarries/mines of granites stones, marble stones, cobble stones, pavement stones, kerb stones, slates and all other kinds of stones either on lease or purchase from Government/Quasi Government/Individuals/Firms/Companies and to quarry the same directly or through contractors etc. The transferee company filed Company Application No.2019 of 2009 to dispense with the meeting of the shareholders, since all the shareholders have filed their affidavits. The said application came to be ordered on 17.12.2009 dispensing with the meeting of the shareholders of the company. 6. The reasons for amalgamation of transferor company with the transferee company have been detailed in para.12 of the Company Petition No.7 of 2010. The scheme of amalgamation has been shown as Annexure-5 in each of the petitions. In view of the advantages of the amalgamation as pointed out in the scheme, I do not see any impediment in sanctioning the scheme of amalgamation. 7. Accordingly, both the Company Petitions are allowed. A certified copy of this Order shall be filed before the Registrar of Companies within thirty (30 days) from the date of receipt of the same for registration. The order of this Court shall be drafted in Form No.42. ______________________ B.SESHASAYANA REDDY, J. Date:18th March, 2010. CS THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.7 of 2010 and Company Petition No.8 of 2010 Date:18th March, 2010