THE HON’BLE Ms. JUSTICE G.ROHINI COMPANY APPLICATION No.1563 OF 2010 Dated: 19.01.2011 In the matter of Companies Act, 1956 (1 of 1956) And In the matter of Sections 391 and 394 of the Companies Act, 1956 And In the matter of M/s. Aarthy Developers Private Limited And In the matter of M/s. Abhivamsi Developers Private Limited And In the matter of M/s. Alek Developers Private Limited And In the matter of M/s. Binitha Developers Private Limited And In the matter of M/s. Ranadheer Estates Private Limited And In the matter of M/s. Aparna Constructions and Estates Private Limited Between : 1. M/s. Aarthy Developers Private Limited and Four Companies. … Applicant/ Transferor Companies THE HON’BLE Ms. JUSTICE G.ROHINI COMPANY APPLICATION No.1563 OF 2010 ORDER : This application is filed under Sections 391 and 394 of the Companies Act, 1956 with a prayer to dispense with convening of the meeting of the shareholders and the creditors of the applicant companies for the purpose of considering the Scheme of Amalgamation between the applicant Companies with M/s. Aparna Constructions and Estates Private Limited. The first applicant company is M/s. Aarthy Developers Private Limited (hereinafter referred to as the 1st Transferor Company), which is incorporated on 28.03.2000 with Registration No.01-034086. The second applicant company is M/s. Abhivamsi Developers Private Limited (hereinafter referred to as the 2nd Transferor Company), which is incorporated on 04.12.2000 with Registration No.01-035801. The third applicant company is M/s. Alek Developers Private Limited (hereinafter referred to as the 3rd Transferor Company), which is incorporated on 07.12.2000 with Registration No.01-035823. The fourth applicant company is M/s. Binitha Developers Private Limited (hereinafter referred to as the 4th Transferor Company), which is incorporated on 07.12.2000 with Registration No.01-035824. The fifth applicant company is M/s. Ranadheer Estates Developers Private Limited (hereinafter referred to as the 5th Transferor Company), which is incorporated on 28.03.2000 with Registration No.01-034091. The registered office of the applicant companies are situated in Hydearbad and the authorized share capital and paid-up share capital of the applicant companies have been furnished in detail in para-3 of the company application. The main objects of the all the Transferor Companies as per their respective memoranda of association are verbatim same which included to carry on the business of Engineers, Builders and Contractors of Civil, Mechanical, Electrical and etc., (morefully described in para-4 of the Company Application). It is stated that M/s. Aparna Constructions and Estates Private Limited (hereinafter referred to as ‘the Transferee Company’) is incorporated under the Act as a Private Limited Company and the Registrar of Companies has issued Certificate of Incorporation bearing No.01-025330, dated 1.10.1996. The registered office of the Transferee Company is at 802, Astral Heights, 6-3-352/2 and 3, Road No.1, Banjara Hills, Hyderabad. The authorized share capital of the Transferee Company is Rs.55,00,00,000/- divided into 5,50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Transferee Company is Rs.50,00,00,000/- divided into 5,00,00,000 equity shares of Rs.10/- each. The main objects of the Transferee Company have been specified in para-9 of the Company Application. It is further stated that all the Transferor Companies are 100% or wholly owned subsidiaries of the Transferee Company and both the Transferee and Transferor Companies mainly carry on the business of real estate development i.e., acquisition of lands, development of the same and sale of the developed lands either with or without construction. The Directors of the Transferor Companies are also shareholders in the Transferee Company and all the Transferor Companies have practically become dependent on the Transferee Company for their business and establishment, etc. Since the Transferee Company has got sufficient potentiality and financial viability to absorb the assets and business of the Transferor Companies and the merger of the Transferor Companies with the Transferee Company contributes to the future business and profitability of the amalgamated companies and would be beneficial and advantageous in the long term interest of the Transferor and Transferee Companies and also their shareholders and creditors, the Board of Directors of the Transferor Companies at their meeting held on 1.4.2009 approved the proposed Scheme of Amalgamation w.e.f. 1.4.2009 subject to the approval / consent of the shareholders and confirmation by this Court. Similarly the Board of Directors of the Transferee Company in the meeting held on 1.4.2009 approved the proposed Scheme of Amalgamation. The salient features of the Scheme have been enumerated in para-13 of the Company Application and a copy of the Scheme has also been annexed to the Application. While stating that the Transferor Companies are wholly owned subsidiaries of the Transferee Company and the proposed Scheme of Amalgamation does not require any increase or decrease of the authorized share capital and that the said Scheme does not affect the rights and interests of the shareholders or members of the Transferee Company and all the shareholders of the Transferor Companies have given their consent for the proposed Scheme of Amalgamation by means of affidavits, the present Application has been filed to dispense with the convening of the meeting of the shareholders of the Transferor Companies. I have heard Sri M.V. Durga Prasad, the learned counsel for the applicant and also perused the affidavit filed in support of Company Application as well as the Annexures enclosed to the application. As could be seen, the Transferor Companies are 100% owned subsidiaries of the Transferee Company. Both the Transferor Companies and the Transferee Company are engaged in the similar activity. Moreover the Directors of the Transferor Companies are also shareholders in the Transferee Company. It is also relevant to note that the entire share capital of the Transferor Companies is held by the Transferee Company and 28 shareholders of the Transferee Company who are interested in the Scheme of Amalgamation have given their no objection for the proposed Scheme of Amalgamation by means of affidavits. The Transferor Companies as well as the Transferee Company are unlisted companies and they are closely held Private Limited Companies. The list of shareholders of the Transferor Companies filed from pages-434 to 438 of the material papers enclosed to the Company Application made it clear that apart from the Transferee Company, there are only two other shareholders namely S. Padma Reddy and C. Srilakshmi. Both S.Padma Reddy and C. Srilakshmi have filed their affidavits expressing their positive consent for the proposed Scheme of Amalgamation. Having regard to the facts and circumstances noticed above, particularly in view of the fact that apart from the Transferee Company there are only two other individual shareholders namely S. Padma Reddy and C. Srilakshmi in the Transferor Companies and all the shareholders of the Transferor Companies i.e., the 28 shareholders of the Transferee Company as well as the two individual shareholders have given their positive consent for the proposed Scheme of Amalgamation, I am of the opinion that there is no need for convening meeting of the shareholders of the Transferor Companies for the purpose of considering the proposed Scheme of Amalgamation. Accordingly, the Company Application is allowed as prayed for and convening of meeting of the shareholders of the applicant/Transferor Companies is hereby dispensed with. ______________ G. ROHINI, J. Dt. 19.01.2011 gbs