THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.48 of 2010 Dated: 08th April, 2010 Between: M/s. Healing Touch Medicare Private Ltd., a Company registered under the Companies Act, 1956 and having its registeed office at D.No.21-4-23, Tanuku Vari Street, Tanuku – 534 211, West Godavari District, Andhra Pradesh, represented by its Managing Director, Sri Karri Srinivasula Reddy …Petitioner/ Transferor Company *** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.48 of 2010 ORDER: This Company Petition has been taken out under Sections 391 and 394 of the Companies Act, 1956, seeking sanction of the Scheme of Amalgamation of M/s.Healing Touch Medicare Private Ltd. (hereinafter referred to as “the transferor Company”) with M/s.Tanuku Hospitals Private Limited (hereinafter referred to as ‘the transferee company’), as approved by the shareholders of the transferor company and the transferee company. 2. The transferor company was incorporated as a private limited company on 03.06.2003 under Certificate of Incorporation No.01- 41092 of 2003-2004 in the State of Andhra Pradesh. The registered office of the transferor company is situated at D.No.21-4-23, Tanuku Vari Street, Tanuku–534 211, West Godavari District, A.P. The authorized share capital of the transferor company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.65,00,000/- divided into 6,50,000 equity shares of Rs.10/- each fully paid up. 3. The registered office of the transferee company is situated at D.No.33-8-25, Kanchiraju Vari Street, Tanuku-534 211, West Godavari District, Andhra Pradesh. 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 capital of the transferee company is Rs.1,08,81,000/- divided into 10,88,100 equity shares of Rs.10/- each fully paid up. 4. The main objects of the transferor company are to acquire, establish, own, manage, administer or maintain one or more hospitals, nursing homes, clinics, scanning centers, diagnostic centers etc. Whereas, the main objects of the transferee company are to establish, construct, erect, maintain, run, manage, develop, own, acquire, purchase, undertake, improve, equip, promote, initiate, encourage, subsidize and organize hospitals etc. The audited balance sheet of the transferor company as on 31.03.2009 has been detailed in para.9 of the petition. Whereas, the audited balance sheet of the transferee company as on 31.03.2009 has been detailed in para.11 of the petition. The salient features of the proposed scheme of amalgamation have been stated in para.14 of the petition. The transferor company is a hundred per cent subsidiary of the transferee company. The advantages of amalgamation of the scheme are stated in para.12 of the petition. According to the transferor company, the merger of it with the transferee company will give more trust and integrate its business facilities and infrastructure under one single unit. 5. The meeting of the shareholders of the transferor company came to be dispensed with as per order dated 19.02.2010 passed in Company Application No.135 of 2010. 6. This Company Petition came to be admitted on 04.03.2010. Notice was ordered to the Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai and also to the Official Liquidator returnable by 01.04.2010. The petitioner was also permitted to take out publication of notice of hearing of this Company Petition in INDIAN EXPRESS (daily newspaper), Vijayawada edition and EENADU (Telugu daily) published from Thadepalligudem. The petitioner carried out publication as ordered by this Court on 04-03- 2010 and filed proof of publication accordingly. 7. The Official Liquidator filed his report bearing OLR No.112 of 2010. The Registrar of Companies also placed on record his affidavit. No objections have received from any quarter with regard to the proposed scheme of amalgamation. 8. Heard learned counsel appearing for the petitioner, and learned Assistant Solicitor General representing the Registrar of Companies and the learned counsel appearing for the Official Liquidator. 9. Learned counsel appearing for the petitioner submits that the transferor company is the hundred per cent subsidiary of the transferee company. Learned counsel refers para.8 of the scheme of amalgamation, which reads as hereunder: “HTMPL is a wholly owned subsidiary of THPL and theentire share capital is held by THPL and its nominees. Accordingly, there would be no issue of equity shares of THPL to the shareholders of HTMPL. Pursuant to the vesting of the undertaking in HTMPL, the investment of the equity shares in HTMPL made by THPL shall stand cancelled.” 10. The Official Liquidator has raised objection that the petitioner transferor company has not obtained no objection certificate from the State Bank of India. The learned counsel appearing for the petitioner transferor company submits that the petitioner obtained no objection certificate from the State Bank of India and the same has been placed on record. I have gone through the no objection letter issued by the State Bank of India. It is stated in the letter that the Bank has no objection for amalgamation of the transferor company with M/s.Tanuku Hospitals Pvt. Limited, Tenuku, the transferee company. So whatever objection taken by the Official Liquidator has been complied with by placing on record the no objection certificate from the State Bank of India. 11. 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. None of the parties concerned have come forward to oppose the scheme. Since, the petitioner Company has complied with all the requirements, I do not see any impediment for sanctioning the proposed scheme of amalgamation. 12. Accordingly, this Company petition is allowed sanctioning the scheme of Amalgamation. The transferor Company to lodge an authenticated copy of this order and the scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, within 60 days from the date of the order. 13. The transferor 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 Date:08th April, 2010. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.48 of 2010 Dated:08th April, 2010