HON’BLE SRI JUSTICE G.V.SEETHAPATHY COMPANY PETITION Nos.79, 80 and 81 of 2010 COMMON ORDER: C.P.No.79 of 2010 is filed by M/s. Aswini Projects Private Limited (hereinafter referred to as ‘Transferor Company No.1, APPL’), C.P.No.80 of 2010 is filed by Deepti Integrated Logistics Private Limited (hereinafter referred to as ‘Transferor Company No.2, DILPL’) and C.P.No.81 of 2010 is filed by Emgee Infrastructure Holdings (India) Private Limited (hereinafter referred to as ‘Transferee Company, EIHIPL), under Sections 391 to 394 of the Companies Act, 1956 (for short ‘the Act’) seeking sanction of the scheme of amalgamation, whereunder it is proposed to amalgamate the Transferor Companies Nos.1 and 2 with the Transferee Company and the Transferor Companies Nos.1 and 2 be dissolved without going through the process of winding up on the sanction of the scheme of amalgamation. Heard the learned counsel representing the Transferor and Transferee Companies, Learned Assistant Solicitor General representing Registrar of Companies, Hyderabad and Regional Director, Ministry of Corporate Affairs, Chennai and the learned counsel representing the Official Liquidator attached to this Court. Perused the records. The Transferor Companies Nos.1 and 2 and the Transferee Company are all incorporated under the provisions of the Act. The Transferor Company No.1, APPL, is engaged in the business of construction and development of infrastructure projects like ports, SEZ’s and also in development of integrated, social, commercial and residential infrastructures. The Transferor Company No.2, DILPL, is in the business of providing end-to-end solutions in logistics, construction and development of SEZ’s, FTWZ project and logistic parks. The Transferee Company, EIHIPL, is engaged in the business of investment in companies engaged in the business of infrastructure development and property development. The Transferee Company holds strategic long term investments in all these projects and is poised to be a major investment player in the infrastructure segment by leveraging its current investment portfolios in the operating companies as well as diversifying into areas of leisure, entertainment and tourism. It is stated that the infrastructure, machineries and other logistics owned by Transferor and Transferee Companies are useful to one another in a greater manner and if the facilities, machineries and resources are used together, the expenditure involved in engaging the machinery, labour and employees can be reduced to the maximum level and the companies can be benefited. The Transferor Company No.1, APPL, was incorporated on 11.04.2005 with its registered office at D.No.A-4, Doctors Colony, Madhapur, Serilingampally, Hyderabad. The Transferor Company No.2, DILPL, was incorporated on 27.04.2004 and is having its registered office at flat No.2, Pancom Business Centre, Ameerpet, Hyderabad. The Transferee Company, EIHIPL, was incorporated on 01.11.2002 having its registered office at Road No.4, Banjara Hills, Hyderabad. The affidavits in support of these petitions are filed by the Directors of the respective Companies. The authorized share capital of the Transferor Company No.1, APPL, is stated to be Rs.2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs.1,90,00,000/- divided into 19,00,000 equity shares of Rs.10/- each. The authorized share capital of Transferor Company No.2, DILPL, is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs.1,00,000/- divide into 10,000 equity shares of Rs.10/- each. The authorized share capital of the Transferee Company is Rs.2,00,00,000/- divided into 20,00,000/- equity shares of RS.10/- each. The issued, subscribed and paid up share capital is Rs.1,00,00,000/- divided into 10,00,000/- equity shares of Rs.10/- each. The three companies proposed to enter into a scheme of arrangement involving the amalgamation of two Transferor Companies into the Transferee Company. Details of the proposed scheme of amalgamation are set out in the petitions and they are also annexed to the petitions. It is proposed that with effect from the appointed date, the entire business and the whole of the undertakings of the Transferor Companies, including all its properties and assets, shall be transferred or deemed to be transferred to and vested in the Transferee Company so as to become the properties and assets of the Transferee Company. Similarly, all the debts, liabilities and obligations of the Transferor Companies shall be deemed to be the debts, liabilities and obligations of the Transferee Company. It is stated that the Board of Directors of the three companies have approved the scheme of amalgamation by separate resolutions passed on 08.03.2010. In the Transferor Company No.1, there are six shareholders and in the Transferor Company No.2, there are three shareholders and in the Transferee Company, there are three shareholders. All the members i.e. shareholders of the three companies, having gone through the scheme, have given their written consent stating no objection for the proposed scheme of amalgamation through affidavits which are filed earlier before this Court while filing C.A.Nos.212, 213 and 214 of 2010 seeking dispensing with the meeting of the shareholders. In view of the written consent expressed by the shareholders for the proposed scheme of amalgamation, this Court, by order dated 01.04.2010, allowed C.A.Nos.212, 213 and 214 of 2010 dispensing with the meeting of the shareholders. In the Transferor Company No.1, there are seven secured creditors whose particulars are mentioned in para 8 of the petition. All of them have given No Objection Certificates stating no objection for the proposed scheme of amalgamation. In the Transferor Company No.2, there are three secured creditors, the particulars of which are furnished in para 8 of the petition. No Objection Certificates issued by the secured creditors for the proposed scheme of amalgamation are also filed. It is stated that the Transferee Company has no secured creditors as they have not availed any secured loans. For the Transferor Company No.1, there are unsecured creditors to the extent of Rs.74,69,252/- and as per the scheme, the loans and advances availed by it will become the loans and advances of the Transferee Company. The unsecured creditors are stated to be trade creditors. The No Objection Certificates issued by the unsecured creditors are also filed. For the Transferor Company No.2, there are unsecured creditors to the extent of Rs.6,61,95,891/- and as per the scheme the loans and advances availed by it will also become the loans and advances of the Transferee Company. The unsecured creditors are stated to be trade creditors. The No Objection Certificates issued by the unsecured creditors of the Transferor Company No.2 are also filed. For the Transferee Company, it is stated that there are unsecured creditors to the extent of Rs.2,01,760,282/-. The No Objection Certificates issued by the unsecured creditors are also stated to have been filed. At the time of admission of these company petitions, notices were ordered to be issued to the Regional Director, Ministry of Corporate Affairs, Chennai, Registrar of Companies, Hyderabad and the Official Liquidator attached to this Court. The petitioners were also directed to issue general notice by way of publication in “Andhra Bhoomi” Telugu Daily Newspaper and “Deccan Chronicle” English Daily Newspaper of Hyderabad Editions. Learned Assistant Solicitor General representing the Regional Director, Ministry of Corporate Affairs, Chennai, filed a common affidavit raising objections that the Transferor Company Nos.1 and 2 and the Transferee Company has to obtain and produce No Objection Certificates from secured and unsecured creditors and the Transferee Company should pay stamp duty as per the regulations of the Andhra Pradesh Stamp Act. The first objection has since been complied with by filing No Objection Certificates from secured and unsecured creditors and it is stated that the Transferee Company has no objection to pay stamp duty. Learned Counsel representing the Official Liquidator attached to this Court has also filed reports in OLR.Nos.286 and 319 of 2010 in C.P.No.79 of 2010 and OLR.Nos.287 and 320 of 2010 in C.P.No.80 of 2010 stating that the relevant records of the Companies, the audited annual reports and the balance sheet have been examined and on such examination, it is found that the affairs of the Transferor Companies Nos.1 and 2 and the Transferee Company do not appear to have been conducted in a manner prejudicial to the interests of its members or to the pubic interest. The only objection raised by the Official Liquidator, in his report, pertaining to the secured and unsecured creditors has also been complied with subsequently by production of No Objection Certificates from them. No objections have been received from any quarter in response to the general notice issued by way publication in Telugu and English Daily Newspapers regarding the proposed scheme of amalgamation. In the circumstances, having regard to the fact that the three companies are engaged in similar business of construction, execution, development of commercial and residential complexes providing integrated logistic facilities and development of infrastructure projects like ports, SEZ’s etc, and the Board of Directors of the three companies have approved the scheme of amalgamation and the shareholders, secured and unsecured creditors of all the three companies have stated no objection for the proposed amalgamation and no objection having been received from any quarter for the proposed scheme and the interest of the members, secured and unsecured creditors having been duly taken care of and protected and, in view of the reports filed by the Official Liquidator and the Assistant Solicitor General, it is considered that the proposed scheme of arrangement involving amalgamation of Transferor Companies Nos.1 and 2 with the Transferee Company can be sanctioned and the same is, accordingly, sanctioned to be effective from 01.04.2009. As a consequence thereof, the Transferor Companies Nos.1 and 2 shall stand dissolved without going through the process of winding up. The petitioners shall file a certified copy of this order with the Registrar of Companies within thirty days from the date of receipt of a copy of this order. In the result, the C.P.Nos.79, 80 and 81 are, accordingly, allowed. G.V.SEETHAPATHY,J Date:13.07.2010 Note:Furnish copy within three days. bo usd