IN THE HIGH COURT OF JUDICATURE OF ANDHRA PRADESH AT HYDERABAD (ORIGINAL JURISDICTION) MONDAY THE THIRD DAY OF AUGUST TWO THOUSAND NINE PRESENT THE HON’BLE SRI JUSTICE V.V.S.RAO COMPANY PETITION Nos.16, 17 and 18 of 2009 CONNECTED WITH COMPANY APPLICATION Nos. 231, 232 and 233 of 2009 In the matter of Companies Act, 1956 (1 of 1956) and In the matter of Sections 391 and 394 of the said Act and In the matter of Scheme of Amalgamation of M/s. Rishabh Polymers Private Limited (First Transferor Company) and M/s.Rishabh Phenochem Private Limited (Second Transferor Company) with M/s.Rishabh Phenolics Private Limited (Transferee Company) Company Petition No.16 of 2009 M/s. Rishabh Polymers Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 18/1B,S. V. C. I. Estate, I. D. A., Jeedimetla, Hyderabad – 500 055. Represented by its Director, Smt. Sapna Jain. … Petitioner/ First Transferor Company. Company Petition No.17 of 2009 M/s. Rishabh Phenochem Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at Plot No.40, S. V. C. I. Estate, Jeedimetla, Hyderabad – 500 055. Represented by its Director, Sri Nilesh Kumar Jain. … Petitioner/ Second Transferor Company. Company Petition No.18 of 2009 M/s. Rishabh Phenolics Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at Plot No.15E & F1/A, S. V. Co-Op. Industrial Estate, Jeedimetla, Hyderabad – 500 055. Represented by its Managing Director, Sri Mukesh Kumar Jain. … Petitioner/ Transferee Company. THE COURT MADE THE FOLLOWING COMMON ORDER ON PETITIONS The above petitions coming on for hearing on 3rd August 2009, upon reading the said petitions, the orders dated 19.03.2009 in Company Application Nos.231, 232 and 233 of 2009 dispensing with requirement of convening the meeting of shareholders of the above named companies for the purpose of considering and approving with or without modification the scheme of amalgamation to be made between the transferor companies and the transferee company and also on going through the consent obtained from all the equity shareholders of the petitioner companies filed before this Court by way of affidavits, and this Court having noticed that the petitions have been advertised in the newspapers namely “The Times of India” on 23.04.2009 and “Andhra Bhoomi” on 18.04.2009 Hyderabad Editions and having noticed that no objection of any nature has been received for the proposed scheme of amalgamation from the public and upon hearing Sri V.S.Raju, Advocate for the petitioners and it is appearing from the affidavits of the shareholders and creditors that the proposed scheme of amalgamation has been approved/consented by all the shareholders and creditors of the petitioner companies The Central Government as well as the Official Liquidator filed affidavits, raising objections to the effect that the consent letters/no objection letters by secured/unsecured creditors have not been produced. In response thereto, the first transferor company has filed before this Court the letters of consent by Union Bank of India, State Bank of Hyderabad and Barclays Bank. Upon perusing the same, this Court doth hereby sanction the scheme of amalgamation as set out in paragraph 19 of the petitions herein and schedule thereto (Annexure- A7) and doth hereby declare that the same is binding on all the shareholders and creditors of the above named companies. This Court also observes that the consolidated accounts of the transferee company shall be finalized as per the accounting standards as applicable to the scheme of amalgamation. The parties to the scheme of amalgamation or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the scheme of amalgamation and that the first and second transferor companies and transferee company shall pay the costs of these petitions set at Rs.3,000/- each to the Assistant Solicitor General, and the first and second transferor companies shall pay costs of Rs.3,000/- each to the learned Counsel for the Official Liquidator Sri M.Anil Kumar, and that the said companies do file with the Registrar of Companies the certified copies of the orders within 30 days from this date. The Company Petitions are accordingly disposed of. ____________ (V.V.S.RAO, J) 03.08.2009 vs