IN THE HIGH COURT OF JUDICATURE, ANDHRA PRADESH AT HYDERABAD TUESDAY, THE FOURTEENTH DAY OF SEPTEMBER TWO THOUSAND AND TEN HON’BLE SRI JUSTICE G. BHAVANI PRASAD Company Petition No.150 of 2010 Between: Edifice Infra Projects (India) Limited, a company Incorporated under the Companies Act, represented by its Director Sanjay Agarwal, having its registered office at Banjara Hills, Hyderabad, ..Petitioner/ Transferor Company AND NIL .. Respondent ORDER: The Company Petition under Sections 391 and 394 of the Companies Act, 1956, is by the Transferor Company to sanction the Scheme of arrangement for Amalgamation as approved by its share holders so as to be binding on all concerned and for consequential directions by the Company Court. The Transferor Company was incorporated on 09-06-2008 in the State of Andhra Pradesh at Hyderabad and its registered office is also at Hyderabad. The Memorandum and Articles of Association of the Transferor Company specified the main object of the Company to be development of construction, real estate development and infrastructure development projects and the like. The authorized share capital of the Transferor Company is stated to be Rs.2,00,00,000/- divided into equity shares of Rs.10/- each and the entire authorized share capital was subscribed and paid up. The Audited Financial Summary of the Transferor Company as on 31-03-2009 is enclosed. The Transferee Company by name Team Universal Infratech Private Limited incorporated on 13-06-2008 at Hyderabad with its registered office also at Hyderabad, had its main object as per Memorandum and Articles of Association of the Company a similar business of civil construction and infrastructure development projects. The share capital of the Transferee Company is Rs.3,00,00,000/- divided into equity shares Rs.10/- each subscribed and paid-up to an extent of Rs.2,93,70,000/-. The Audited Financial Summary as on 31-03-2009 is also enclosed. The object of the proposed merger of two Companies is to have better and efficient utilization of services by the amalgamation with better business towards accelerated growth, financial strength and operational and managerial efficiency. The salient features of the Scheme of Amalgamation are detailed in the application whereby the assets and the entire undertaking of the Transferor Company will vest in the Transferee Company on the appointed date. The interests of the secured and unsecured creditors are safe and the employees of the Transferor Company will be absorbed in the Transferee Company with continuity of service. The Scheme of Amalgamation, thus beneficial to the Companies and all other persons connected with or interested in them, is subject to approval by requisite majority of the members and secured and unsecured creditors of the Companies and the sanction of the scheme by the Court. The Board of Directors of the Transferor Company in their meeting on 17-05-2010 approved the Scheme of Amalgamation to be effective from 01-04-2009 and there is no proceeding pending against the Transferor Company under any provisions of the Companies Act 1956. Under the circumstances, the applicant sought for the reliefs. Notice of the application has been given to the Official Liquidator, who in his report dated 08-09-2010 after verification of the entire information and material papers made available to him stated that the affairs of the Transferor Company do not appear to have been conducted in a manner prejudicial to the interests of its members or to public interest. In response to the notices to the Regional Director, Ministry of Corporate Affairs, Chennai and the Registrar of Companies, Andhra Pradesh, Hyderabad, the Registrar of Companies, Andhra Pradesh, Hyderabad filed an affidavit only stating about the liability of the Transferee Company to pay the stamp duty wherever applicable as per the regulations of the Stamp Act. General notice ordered by way of publication in the Business Standard English daily and Eenadu Telugu daily has been effected, the proof of which has been filed into the Registry. Sri P. Anil Mukherjee, learned counsel for the petitioner, Miss. M. Ramya, learned counsel representing the learned Assistant Solicitor General and Sri M. Anil Kumar, learned counsel for the Official Liquidator are heard. A perusal of the entire material on record including the contents of the application, ex facie, indicates that the Scheme of Amalgamation is not offending the interests of any person connected with or interested in the Companies and can be sanctioned. The consequential directions also can be accordingly given. Therefore, the Scheme of arrangement for Amalgamation as approved by the shareholders of the Transferor Company is sanctioned and is declared to be binding on all the shareholders, creditors and employees of the Transferor Company and the Transferor Company shall stand dissolved without going through the process of winding up. The Transferor Company shall within 30 days after receipt of the certified copies of the order cause the same to be delivered to the Registrar of Companies. The applicant shall pay costs of Rs.3,000/- each to the learned Assistant Solicitor General of India and the learned counsel for the Official Liquidator in this application and the application is allowed accordingly. The order of this Court shall be made in Form-42 with such variations as the circumstances may require in terms of Rule 84 of the Companies (Courts) Rules 1959. _____________________ G. BHAVANI PRASAD, J Date: 14-09-2010 Ksn