THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.185 & 186 of 2009 (Dated: 01-04-2010) Between: C.P.No.185 of 2009: Musaddilal Jewellers Exporters Private Limited ..Petitioner (Transferor Company) C.P.No.186 of 2009: Musaddilal Jewellers Exporters Private Limited ..Petitioner (Transferee Company) THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.185 & 186 of 2009 COMMON ORDER: These two Company Petitions have been taken out under Sections 391 and 394 of the Companies Act, 1956 seeking sanction to the scheme of arrangement for amalgamation. More precisely, Company Petition No.185 of 2009 is filed by Musaddilal Jewellery Exporters Private Limited (hereinafter referred to as “Transferor Company”) and whereas Company Petition No.186 of 2009 is filed by Musaddilal Jewellers Exporters Private Limited (hereinafter referred to as “Transferee company”). 2. The Transferor Company was originally incorporated as Musaddilal Software Solutions Private Limited in the State of Andhra Pradesh vide Certificate of Incorporation No.01-33177 issued by the Deputy Registrar of Companies, Andhra Pradesh, at Hyderabad on 29.12.1999. Subsequently, the name of the Transferor Company was changed as Musaddilal Jewellery Exporters Private Limited with effect from 17.11.2005. The Registered office of the Transferor Company is situated at # 21-2-141 & 142, 3rd Floor, Near Gulzar House, Charkaman, Hyderabad. 3. The authorized share capital of the Transferor Company is Rs.3,50,00,000/- (Rupees Three Crore Fifty Lakhs only) divided into 35,00,000 (Thirty Five Lakhs) Equity Shares of Rs.10/- (Rupees Ten only) each. The issued, Subscribed and paid up capital is Rs.3,50,00,000/- (Rupees Three Crore Fifty Lakhs only) divided into 35,00,000 (Thirty Five Lakhs ) fully paid up Equity shares of Rs.10/- (Rupees Ten only) each. The latest audited financial summary of the Transferor Company as on 31.3.2008 has been detailed in paragraph 6 of the Company petition No.185 of 2009. 4. The principal objects of the Transferor Company are to carry on and undertake its principal business as Jewellers, Goldsmts, Silversmiths, Dealers, Traders, Stockists, Agents, Importers and Exporters etc. The objects are more fully described in paragraph 7(C) of the petition. 5. The Transferee Company was incorporated in the State of Andhra Pradesh, vide its Certificate of Incorporation No.01-44430 and CIN – U36911AP2004PTC44430 issued by the Deputy Registrar of Companies, Andhdra Pradesh, at Hyderabad on 15.10.2004. The Registered office of the Transferee Company is situated at 36-3-679, Elite Plaza, Punjagutta, Hyderabad – 500 082 in the State of Andhra Pradesh. 6. The authorized share capital of the Transferee Company is Rs.5,00,00,000/- (Rupees Five Crore only) divided into 50,00,000 (Fifty Lakh) Equity shares of Rs.10/- (Rupees ten only) each. The issued, subscribed and paid-up capital is Rs.5,00,00,000/- (Rupees Five Crore only) divided into 50,00,000 (Fifty Lakh) Equity Shares of Rs.10/- (Rupees Ten only) each. The latest audited and financial summary of the Transferee Company as on 31.3.2008 has been detailed in Para 6 of the Company Petition No.186 of 2009. 7. The principal objects of the Transferor Company are to carry on and undertake its principal business as Jewellers, Goldsmts, Silversmiths, Dealers, Traders, Stockists, Agents, Importers and Exporters etc. The objects are more fully described in paragraph 7(C) of the petition. 8. The objects/benefits arising out of the merger of the Transferor and Transferee Companies have been detailed in paragraph 8, and whereas the salient features of scheme are detailed in paragraph 9 of the respective petitions. 9. The meetings of the shareholders of the Transferor and Transferee companies have been dispensed with, as per orders dated 29.12.2008 passed in Company Application Nos.1563 of 2008 and Company Application No.1564 of 2008 respectively. 10. The Company Petitions came to be admitted on 05.12.2009. The petitioners were directed to take out notice to the Official Liquidator and also publication as provided under Rule 80 of the Companies (Court) Rules, 1959 in `Deccan Chronicle’ English Daily and `Sakshi’ Telugu daily newspapers fixing the date of hearing as 01.04.2010. 11. Accordingly, the petitioners carried out publication and proofs of publication have been filed, vide U.S.R.Nos.504 and 505 respectively. 12. The Board of Directors of the Transferor and Transferee Company in their respective meetings held on 01.102.008 passed resolution approving the scheme of amalgamation subject to approval of the members and also the directions of this Court. 13. The Transferor Company obtained No Due Certificate from Bank of India, ICICI Bank and consent letter from Reliance Capital Limited, and whereas the Transferee Company obtained No Due Certificates from the creditors and they are filed along with the material papers, vide Annexures M-1 to M-17. 14. The Registrar of Companies placed on record a common affidavit dated 04.3.2010 reporting no objection for considering the scheme. It is stated in the affidavit that the Transferee Company should pay Stamp Duty as per the Regulations of the Andhra Pradesh Stamp Act. 15. The Official Liquidator filed report, bearing O.L.R.No.102 of 2010. It is stated in the report that the affairs of the Transferor company do not appear to have been conducted in a manner prejudicial to its members or to the public. 16. Heard learned counsel appearing for the petitioner as well as the learned counsel appearing for the Official Liquidator and learned Assistant Solicitor General appearing on behalf of the Registrar of Companies and perused the material brought on record. 17. From the material 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. Despite notice being published, none of the parties concerned have come forward to oppose the scheme nor any objections have been received from any quarter. 18. In the facts and circumstances, I do not see any impediment in granting sanction to the scheme of amalgamation as proposed, since all the requisite statutory compliances have been fulfilled. 19. Accordingly, the Company petitions are allowed sanctioning the scheme of Amalgamation. The parties to the scheme or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to working of the scheme; and the said companies do file with the Registrar of Companies an authenticated copy of this order and the scheme within 30 days from this day. 20. The Transferee company to pay costs of Rs.3,000/- each to the Regional Director, Department of Company Affairs, Southern Region, Chennai and also the Official Liquidator attached to this Court towards costs of this petition. Costs are to be paid within four weeks from today. _____________________ B.SESHASAYANA REDDY, J Dt.01-04-2010 RAR THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.185 & 186 of 2009 (Dated: 01-04-2010)