THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.48 & 49 of 2011 Connected with Company Application No.21 of 2011 (Dated : 30-04-2011) Between: M/s.NSL Textiles (Edlapadu) Limited a Company incorporated under the companies Act having its Registered Office at NSL ICON, Hyderabad represented by its Director Sri P. Ajay Kumar. …Petitioners/ Transferor Companies A n d M/s.Jayavenkatrama Industries Limited. …Transferee Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.48 & 49 of 2011 Connected with Company Application No.21 of 2011 COMMON ORDER: These two petitions have been taken out under Sections 391 and 394 of the Companies Act, 1956 seeking approval of the Scheme of Amalgamation. M/s. NSL Textiles (Edlapadu) Limited is the petitioner in Company Petition No.48 of 2011 (hereinafter referred to as “Transferor Company”). M/s.NSL Textiles Limited is the petitioner in Company Petition No.49 of 2011 (herein after referred to as the “Transferee Company”). 2. The authorized share capital of the Transferor Company as on 31.3.2010 was Rs.58,00,00,000/- divided into 5,80,00,000 Equity Shares of Rs.10/- each. The issued, subscribed and paid up or credited as paid up Share Capital as on 31st March 2010, was Rs.54,98,91,090/- consisting of 5,49,89,109 Equity Shares of Rs.10/- each fully paid up. The main objects of the Transferor Company are to carry on the business of cotton, non-cotton, spinning, combing, cleaning, preparing, packing, weaving, manufacturing, bleaching, dyeing, colouring, printing, finishing, processing of all kinds of fabrics yarn textiles etc., which are more fully described in Para No.5 of the petition. 3. The authorized share capital of the Transferee Company is Rs.1,13,00,00,000/- divided into 11,30,00,000/- Equity Shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.99,42,24,360/- divided into 9,94,22,436 Equity Shares of Rs.10/- each fully paid up. The main objects of the Transferee Company are to carry on the business of cotton, non-cotton, spinning, combing, cleaning, preparing, packing, weaving, manufacturing, bleaching, dyeing, colouring, printing, finishing, processing of all kinds of fabrics yarn textiles etc., which are more fully described in Para No.10 of the Company Petition No.48 of 2011. 4. The Transferor Company and Transferee Company are engaged in the same business activity. In view of the advantages of the amalgamation, the Board of Directors of the Transferor Company at their meting held on 9th December 2010 and the Transferee Company at their meeting held on 9th December 2010 approved the Scheme of Amalgamation of the Transferor Company with the Transferee Company with effect from 01.04.2010. Upon the Scheme coming into effect from the Appointed Date, the entire business and whole of the undertaking of the Transferor Company shall stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company. The Transferee Company filed C.A.No.21 of 2011 for appointment of the Chair Person to convene the meeting of the shareholders and secured creditors. The said application came to be allowed on 29.1.2011 appointing Smt. K. Annapurna Reddy, Advocate. The Chair Person convened the meeting of the shareholders and secured creditors and submitted her report on 14.3.2011. All the shareholders and creditors of the Transferor Company approved the Scheme of Amalgamation. The Transferee Company Filed C.A.No.22 of 2011 seeking appointment of the Chair Person to convene the meeting of the shareholders and secured creditors. The said application came to be allowed on 29.1.2011. the Chair Person conducted the meeting on 29.1.2011 and submitted his Report on 14.3.2011. 5. Notice to the Regional Director, Ministry of Corporate Affairs, Shastri Bhavan and the Registrar of Companies, Andhra Pradesh, Hyderabad and the Official Liquidator, High Court of A.P., came to be ordered on 23.3.2011. The petitioners were also directed to take out publication in Business Standard (English Daily)and Andhra Bhoomi (Telugu Daily) published from Hyderabad Editions. The petitioners placed on record the proof of copies of publication indicating the date of hearing 20.4.2011. No objections have been received from any quarter as on this day. The Registrar of Companies has placed on record the common affidavit. No objections have been stated for the proposed Scheme of Amalgamation by the Registrar of Companies in his report. 6. Heard learned counsel appearing for the petitioners and learned Assistant Solicitor General appearing on behalf of the Transferee Company. 7. The Official Liquidator placed on record his Report in Company Petition No48 of 2011. It is stated in the report filed by the Official Liquidator that the Transferor Company had availed a loan of Rs.2,68,00,97,858/- towards (i) Long term loans of Rs.2,35,02,29,772/- (ii) Interest accrued and due of Rs.58,05,575/- and (iii) Short term loans of Rs.42,40,62,511/-. It is stated in the common affidavit that the Transferor Company obtained loans from the banks and also not furnished the details of the bank and their consent for proposed Scheme of Amalgamation. When the Company Petitions came up for hearing, the learned counsel appearing for the petitioners placed on record no objection certificate from the secured creditors for the proposed Scheme of Amalgamation. 8. From the material placed 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. 9. Since all the requisite statutory compliances have been fulfilled, both the company petitions i.e., C.P.No.48 of 2011 filed by the Transferor Company and C.P.No.49 of 2011 filed by the Transferee Company are hereby allowed approving the scheme of amalgamation. The petitioner companies do file with the Registrar of Companies an authenticated copy of this common order and the scheme within 30 days from this date. 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 the transferor company shall pay costs of these petitions set at Rs.5,000/-(Rupees Five Thousand Rupees) each to the Registrar of Companies, Andhra Pradesh, Hyderabad and to the Official Liquidator attached to this Court. 10. Accordingly, both the Company Petitions are allowed. _____________________ B.SESHASAYANA REDDY, J Date:30.4.2011. mrb