THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION Nos.490, 491, 492, 493, 494, 495, 496, 497, 498, 499, 500, 501, 502, 503, 504 and 505 OF 2011 Dated: 08.04.2011 COMPANY APPLICATION No.490 of 2011 Between : M/s. Dheeraj Developers Private Limited …… Applicant/1st Transferor Company COMPANY APPLICATION No.491 of 2011 M/s. Hemanth Estates Private Limited …… Applicant/2nd Transferor Company COMPANY APPLICATION No.492 of 2011 M/s. Jyostna Developers Private Limited …… Applicant/3rd Transferor Company COMPANY APPLICATION No.493 of 2011 M/s. Meghana Estates Private Limited …… Applicant/4th Transferor Company COMPANY APPLICATION No.494 of 2011 M/s. Mounika Developers Private Limited …… Applicant/5th Transferor Company COMPANY APPLICATION No.495 of 2011 M/s. Ranjita Developers Private Limited …… Applicant/6th Transferor Company COMPANY APPLICATION No.496 of 2011 M/s. PVPR Estates Private Limited …… Applicant/7th Transferor Company COMPANY APPLICATION No.497 of 2011 M/s. PRG Developers Private Limited …… Applicant/8th Transferor Company COMPANY APPLICATION No.498 of 2011 M/s. PRG Builders Private Limited …… Applicant/9th Transferor Company COMPANY APPLICATION No.499 of 2011 M/s. PRG Constructions Private Limited …… Applicant/10th Transferor Company COMPANY APPLICATION No.500 of 2011 M/s. PVD Constructions Private Limited …… Applicant/11th Transferor Company COMPANY APPLICATION No.501 of 2011 M/s. PVD Developers Private Limited …… Applicant/12th Transferor Company COMPANY APPLICATION No.502 of 2011 M/s. PVD Builders Private Limited …… Applicant/13th Transferor Company COMPANY APPLICATION No.503 of 2011 M/s. Sanjana Developers Private Limited …… Applicant/14th Transferor Company COMPANY APPLICATION No.504 of 2011 M/s. Yamini Estates Private Limited …… Applicant/15th Transferor Company COMPANY APPLICATION No.505 of 2011 M/s. P.L.Raju Constructions Private Limited …… Applicant/ Transferee Company The Court made the following:- THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION Nos.490, 491, 492, 493, 494, 495, 496, 497, 498, 499, 500, 501, 502, 503, 504 and 505 OF 2011 COMMON ORDER : The applicants in Company Application Nos. 490 to 504 of 2011 are the transferor companies whereas the applicant in Company Application No.505 of 2011 is the transferee company. These applications have been filed under Sections 391 and 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to dispense with the convening of meeting of the shareholders of the applicant companies for the purpose of considering the proposed scheme of amalgamation between the Transferor companies and the Transferee Company. The 1st Transferor Company (the applicant in C.A.No.490 of 2011) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 28.03.2000 under certificate of incorporation No.01-34088 of 1999-2000. The registered office of the 1st Transferor Company is situated at Flat No.203, Regency House, Somajiguda, Hyderabad-500 082. The authorised share capital of the 1st Transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the 1st Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. The main objects of the 1st Transferor Company have been mentioned in Para No.5 of Company Application No.490 of 2011. The 2nd Transferor Company (the applicant in C.A.No.491 of 2011) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 28.03.2000 under certificate of incorporation No.01-34087 of 1999-2000. The registered office of the 2nd Transferor Company is situated at Flat No.203, Regency House, Somajiguda, Hyderabad-500 082. The authorised share capital of the 2nd Transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the 2nd Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. The main objects of the 2nd Transferor Company have been mentioned in Para No.5 of Company Application No.491 of 2011. The 3rd Transferor Company (the applicant in C.A.No.492 of 2011) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 04.12.2000 under certificate of incorporation No.01-35805 of 2000-2001. The registered office of the 3rd Transferor Company is situated at Flat No.203, Regency House, Somajiguda, Hyderabad-500 082. The authorised share capital of the 3rd Transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the 3rd Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. The main objects of the 3rd Transferor Company have been mentioned in Para No.5 of Company Application No.492 of 2011. The 4th Transferor Company (the applicant in C.A.No.493 of 2011) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 28.03.2000 under certificate of incorporation No.01-34085 of 1999-2000. The registered office of the 4th Transferor Company is situated at Flat No.203, Regency House, Somajiguda, Hyderabad-500 082. The authorised share capital of the 4th Transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the 4th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. The main objects of the 4th Transferor Company have been mentioned in Para No.5 of Company Application No.493 of 2011. The 5th Transferor Company (the applicant in C.A.No.494 of 2011) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 28.03.2000 under certificate of incorporation No.01-34089 of 1999-2000. The registered office of the 5th Transferor Company is situated at Flat No.203, Regency House, Somajiguda, Hyderabad-500 082. The authorised share capital of the 5th Transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the 5th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. The main objects of the 5th Transferor Company have been mentioned in Para No.5 of Company Application No.494 of 2011. The 6th Transferor Company (the applicant in C.A.NO.495 of 2011) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 13.12.2002 under certificate of incorporation No.01-40093 of 2002-2003. The registered office of the 6th Transferor Company is situated at Flat No.203, Regency House, Somajiguda, Hyderabad-500 082. The authorised share capital of the 6th Transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the 6th Transferor Company is Rs.1,00,000/- divided 10,000 equity shares of Rs.10/- each fully paid. The main objects of the 6th Transferor Company have been mentioned in Para No.5 of Company Application No.495 of 2011. The 7th Transferor Company (the applicant in C.A.No.496 of 2011) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 22.10.2003 under certificate of incorporation No.01-41920 of 2003-2004. The registered office of the 7th Transferor Company is situated at Flat No.203, Regency House, Somajiguda, Hyderabad-500 082. The authorised share capital of the 7th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the 7th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. The main objects of the 7th Transferor Company have been mentioned in Para No.5 of Company Application No.496 of 2011. The 8th Transferor Company (the applicant in C.A.No.497 of 2011) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 22.10.2003 under certificate of incorporation No.01-41931 of 2003-2004. The registered office of the 8th Transferor Company is situated at Flat No.203, Regency House, Somajiguda, Hyderabad-500 082. The authorised share capital of the 8th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the 8th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. The main objects of the 8th Transferor Company have been mentioned in Para No.5 of Company Application No.497 of 2011. The 9th Transferor Company (the applicant in C.A.No.498 of 2011) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 22.10.2003 under certificate of incorporation No.01-41928 of 2003-2004. The registered office of the 9th Transferor Company is situated at Flat No.203, Regency House, Somajiguda, Hyderabad-500 082. The authorised share capital of the 9th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the 9th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. The main objects of the 9th Transferor Company have been mentioned in Para No.5 of Company Application No.498 of 2011. The 10th Transferor Company(the applicant in C.A.No.499 of 2011) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 22.10.2003 under certificate of incorporation No.01-41924 of 2003-2004. The registered office of the 10th Transferor Company is situated at Flat No.203, Regency House, Somajiguda, Hyderabad-500 082. The authorised share capital of the 10th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the 10th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. The main objects of the 10th Transferor Company have been mentioned in Para No.5 of Company Application No.499 of 2011. The 11th Transferor Company (the applicant in C.A.No.500 of 2011) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 22.10.2003 under certificate of incorporation No.01-41927 of 2003-2004. The registered office of the 11th Transferor Company is situated at Flat No.203, Regency House, Somajiguda, Hyderabad-500 082. The authorised share capital of the 11th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the 11th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. The main objects of the 11th Transferor Company have been mentioned in Para No.5 of Company Application No.500 of 2011. The 12th Transferor Company (the applicant in C.A.NO.501 of 2011) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 22.10.2003 under certificate of incorporation No.01-41926 of 2003-2004. The registered office of the 12th Transferor Company is situated at Flat No.203, Regency House, Somajiguda, Hyderabad-500 082. The authorised share capital of the 12th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the 12th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. The main objects of the 12th Transferor Company have been mentioned in Para No.5 of Company Application No.501 of 2011. The 13th Transferor Company (the applicant in C.A.NO.502 of 2011) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 22.10.2003 under certificate of incorporation No.01-41922 of 2003-2004. The registered office of the 13th Transferor Company is situated at Flat No.203, Regency House, Somajiguda, Hyderabad-500 082. The authorised share capital of the 13th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the 13th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. The main objects of the 13th Transferor Company have been mentioned in Para No.5 of Company Application No.502 of 2011. The 14th Transferor Company (the applicant in C.A.NO.503 of 2011) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 04.12.2000 under certificate of incorporation No.01-35802 of 2000-2001. The registered office of the 14th Transferor Company is situated at Flat No.203, Regency House, Somajiguda, Hyderabad-500 082. The authorised share capital of the 14th Transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the 14th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. The main objects of the 14th Transferor Company have been mentioned in Para No.5 of Company Application No.503 of 2011. The 15th Transferor Company (the applicant in C.A.NO.504 of 2011) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 28.03.2000 under certificate of incorporation No.01-34090 of 1999-2000. The registered office of the 15th Transferor Company is situated at Flat No.203, Regency House, Somajiguda, Hyderabad-500 082. The authorised share capital of the 15th Transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the 15th Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. The main objects of the 15th Transferor Company have been mentioned in Para No.5 of Company Application No.504 of 2011. The Transferee Company was incorporated as a Private Limited Company in the State of Andhra Pradesh on 10.05.1994 under certificate of incorporation No.01-17508 of 1994-95. The registered office of the Transferee Company is situated at Plot No.437, Road No.20, Jubilee Hills, Hyderabad- 500 033. The authorized share capital of the Transferee Company is Rs.6,00,00,000/- divided into 60,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the Transferee Company is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each fully paid. The main objects of the Transferee Company have been mentioned in Para No.5 of Company Application No.505 of 2011. It is stated that having proposed a scheme of amalgamation between the Transferor Companies and the Transferee Company, the Board of Directors of the said companies at their respective meetings held on 17.03.2011 passed resolutions approving the scheme of amalgamation with effect from 01.04.2010, subject to the approval/consent of the shareholders and confirmation by this Court. The salient features of the scheme of amalgamation have been enumerated in all the Company Applications and a copy of the scheme has also been annexed to the Company Applications. It is further stated that the Transferor Companies had not availed secured or unsecured loans. So far as the Transferee Company is concerned, it had availed secured loans from ING Vysya Bank Limited and Kotak Mahindra Bank Limited towards its working capital requirement. It is also stated that the Transferee Company had not availed any unsecured loans. The Transferee Company had approached the secured creditors for their no objection for the proposed scheme of amalgamation from the said creditors. It is stated that the Transferor Companies and Transferee Company are unlisted companies and no investigations or proceedings are pending under Sections 235 and 237 or other provisions of the Act or any other statute against the Transferor Companies and Transferee Company. While stating that the shareholders of the transferor companies as well as transferee company gave their consent for the proposed scheme of amalgamation, these applications are filed to dispense with the convening of the meeting of the shareholders of the applicant companies for the purpose of considering the proposed scheme of amalgamation. I have heard Sri V.S.Raju, the learned counsel for the applicant companies and perused the material available on record. Having regard to the facts and circumstances noticed above and keeping in view that there are only two (2) shareholders in each of the Transferor Companies and all of them have given their positive consent by way of affidavits which are enclosed to the Applications as Annexures, I am of the opinion that there is no need for convening the meeting of the shareholders of the Transferor Companies for the purpose of considering the proposed scheme of amalgamation. Though there are 7 shareholders in the Transferee Company (Applicant in Company Application No.505 of 2011) all of them have given no objection affidavits and the same have been enclosed to the Application as Annexure-A34 from pages 780 to 794. Since all of them have unconditionally agreed for the proposed scheme, it would be appropriate to dispense with the meeting of the shareholders of the Transferee Company also. Accordingly, all the Company Applications are allowed as prayed for and convening of meeting of the shareholders of the applicant companies is dispensed with. __________ G. ROHINI, J Date: 08.04.2011 Ivd