THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY PETITION Nos.11 and 12 of 2011 Dated: 23.03.2011 COMPANY PETITION No.11 of 2011 Between : Ecmas Resins Private Limited …… Petitioner/Transferee Company COMPANY PETITION No.12 of 2011 Between : Ecmas Polyesters Private Limited …… Petitioner/Transferor Company The Court made the following:- THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY PETITION Nos.11 and 12 of 2011 COMMON ORDER : These two petitions are filed under Sections 391 and 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to sanction the scheme of amalgamation of M/s. Ecmas Polyesters Private Limited with M/s. Ecmas Resins Private Limited. The petitioner in Company Petition No.11 of 2011- M/s. Ecmas Resins Private Limited is the Transferee Company whereas the petitioner in Company Petition No.12 of 2011- M/s. Ecmas Polyesters Private Limited is the Transferor Company. The Transferor Company is a private limited company incorporated under the Act, in the State of Andhra Pradesh, pursuant to the certificate of incorporation issued by the Registrar of Companies, Andhra Pradesh on 17.09.1992 vide certificate of incorporation No.01- 14761. The registered office of the Transferor Company is situated at 7-4-126, Gaganpahad, Ranga Reddy District, Andhra Pradesh- 509 323. The authorised share capital of the Transferor Company is Rs.24,00,000/- divided into 24,000 equity shares of Rs.100/- each. The present issued, subscribed and paid-up capital is Rs.14,37,500/- divided into 14,375 fully paid-up equity shares of Rs.100/- each. The objects for which the Transferor Company was incorporated as set out in its memorandum of association have been enumerated in Para No.2 (C) of Company Petition No.12 of 2011. The Transferee Company is a private limited company incorporated under the Act, in the State of Andhra Pradesh, pursuant to the certificate of incorporation issued by the Registrar of Companies, Andhra Pradesh on 10.03.1987 vide certificate of incorporation No.01- 07263. The registered office of the Transferee Company is situated at 7-4-125, Gagapahad Village, Rajendranagar, Hyderabad- 501 323, Andhra Pradesh. The present authorised share capital of the Transferee Company is Rs.2,00,00,000/- divided into 2,00,000 equity shares of Rs.100/- each. The issued, subscribed and paid-up capital is Rs.19,45,000 divided into 19,450 fully paid-up equity shares of Rs.100/- each. The objects for which the Transferee Company was incorporated as set out in its memorandum of association have been enumerated in Para No.2 (C) of Company Petition No.11 of 2011. The audited balance sheets of both the transferor company and transferee company as on 31.03.2009 and 31.03.2010 have been filed along with the company petitions. It is stated that the Transferor Company is presently engaged in mainly of Manufacturers, Producers, dealers in resins of all kinds in different parts of Andhra Pradesh. The business undertaken by Transferor Company are being taken up with the business of manufacturers, producers and dealers in resins owned by the company are of the greater value with types of resins and all its kinds etc., which are useful in carrying out business of Resins, Unsaturated Polyesters Resins and their derivatives and other kinds of oxidizing and non-oxidizing manufacturers. It is also stated that the Transferee Company is engaged in different works consisting of manufacturers, producers, refiners, exporters, importers, distributors and dealers in chemicals etc., including resins such as alkyd resins of oxidizing, semi-oxidising varieties, modified alkyd resins of phenolated, styrenated, acrylated, siliconized, thixotropic, water soluble, chain terminated or vinylated types, unsaturated polyesters, epoxies, polyamides, ketonics resins acrylic resins of all varieties of manufacture in different parts of Andhra Pradesh. The business of manufacturers, producers and dealers owned by both the companies are useful to each other in a greater manner. If the business of manufacturers, producers and dealers are used together, the expenditure involved in engaging the machinery, labour and other incidental expenditures can be reduced to the maximum level and the companies can be benefited at large scale with optimum utilisation of the manufacture owned by both the companies with a limited expenditure if they are used collectively with synergy of operations. The scheme of amalgamation is in the interest of the Transferee company, Transferor Company, their employees, creditors, their members and all concerned. In view of the advantages of the amalgamation, the Board of Directors of both the Transferor and Transferee Companies at their respective meetings held on 12.03.2010 approved the scheme of amalgamation of the Transferor Company with the Transferee Company with effect from 01.04.2009, subject to the approval/consent of the shareholders and confirmation by this Court. While placing a copy of the proposed Scheme of Amalgamation, these two applications have been filed for sanction of the said scheme. It is pleaded by the Transferor Company that it had not availed any secured loans and unsecured loans. So far as the Transferee Company is concerned, it is stated that it had twelve (12) unsecured creditors, whose loans are amounting to the extent of Rs.80,03,314.65ps. as on the date of these petitions. The Transferee Company had also one (1) secured creditor, whose loan is amounting to the extent of Rs.4,73,40,345.84ps. It is also stated that both the Transferor and Transferee Companies are unlisted companies. It is explained that so far as the shareholders of the Transferor and Transferee Companies are concerned, by order dated 25.01.2011 made in Company Application Nos.18 and 19 of 2011, this Court had dispensed with the convening of the meeting of the shareholders of the Transferor and Transferee Companies as all the shareholders had given their no objection by means of affidavits. I have heard the learned counsel for the petitioners and perused the material available on record. By order dated 02.02.2011 this Court directed notice the Registrar of Companies, Andhra Pradesh at Hyderabad and the Official Liquidator, High Court of Andhra Pradesh. Pursuant thereto, the Official Liquidator filed a report dated 11.03.2011 stating that the affairs of the Transferor Company appear to have not been conducted in a manner prejudicial to the interest of the members or to public interest. In the common affidavit filed by the Registrar of Companies dated 12.03.2011, the following objection has been raised: “a) The Transferor and the Transferee Companies have to submit before the Hon’ble High Court “NOCs” obtained from the creditors. A memo has been filed by the Transferee Company vide USR No.495 of 2011 stating that the company has one (1) secured creditor and twelve (12) unsecured creditors and the ‘no objection certificate’ obtained from the said secured and unsecured creditors have been placed before this Court. As could be seen from the said no objection certificates, they have express their consent for the scheme of amalgamation. Hence, the objection is overruled. Having regard to the facts and circumstances noticed above and taking into consideration the fact that the scheme of amalgamation is not opposed to any provision of law or public interest, and despite notice of the admission of the company petitions by paper publication, no objection whatsoever have been received from any quarter, I am of the opinion that it is a fit case for granting sanction of the scheme of amalgamation as sought by the petitioners. Accordingly, both the Company Petitions are allowed and the scheme of amalgamation is approved. A copy of this order shall be filed before the Registrar of Companies within 30 days from the date of receipt of this order. No costs. __________ G. ROHINI, J Date: 23.03.2011 Ivd