IN THE HIGH COURT OF JUDICATURE, ANDHRA PRADESH AT HYDERABAD WEDNESDAY, THE TWENTY SEVENTH DAY OF OCTOBER TWO THOUSAND AND TEN PRESENT HON’BLE SRI JUSTICE G. BHAVANI PRASAD COMPANY APPLICATION No.981 OF 2010 M/s. Burgeon Holdings Limited ..... Applicant/1st Transferor company COMPANY APPLICATION No.982 OF 2010 M/s. Sapad Holdings Limited ..... Applicant/2nd Transferor company COMPANY APPLICATION No.983 OF 2010 M/s. Seraphic Investments Limited ..... Applicant/3rd Transferor company COMPANY APPLICATION No.984 OF 2010 M/s. Trinay Holdings (India) Limited ..... Applicant/4th Transferor company AND COMPANY APPLICATION No.985 OF 2010 M/s. Tyrant Holdings Limited ..... Applicant/5th Transferor company The Court made the following: HON’BLE SRI JUSTICE G. BHAVANI PRASAD COMPANY APPLICATION Nos.981, 982, 983, 984 & 985 OF 2010 COMMON ORDER: The Company Applications, under Sections 391 and 394 of the Companies Act, 1956, read with Rule 9 of the Companies (Court) Rules, 1959, are filed by the applicants/transferor companies for dispensing with the convening of the meetings of the shareholders of the applicants/transferor companies. 2. The case of the applicants/transferor companies is that the 1st transferor company was incorporated on 23.09.2005 with its registered office at Yellareddyguda, Hyderabad, and its authorized share capital is Rs.10 crores divided into Rs.1 crore equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.8,44,05,000/- divided into 84,40,500 equity shares of Rs.10/- each. The main objects of the 1st transferor company are to carry on the business of an investment company and to buy, underwrite, invest in, acquire, hold shares, preference shares, stocks, debentures, etc., and securities issued or guaranteed to any Government, State, or by any Government etc., and to act as Merchant Bankers, Portfolio Managers and act on similar activities. The Memorandum and Articles of Association and the audited financial summary of the 1st transferor company as on 31.03.2010 are enclosed to the application. 3. The 2nd transferor company was incorporated on 27.09.2005 with its registered office at Yellareddyguda, Hyderabad, and its authorized share capital is Rs.10 crores divided into Rs.1 crore equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.8,30,95,000/- divided into 83,09,500 equity shares of Rs.10/- each. The main objects of the 2nd transferor company are also identical as per its Memorandum and Articles of Association. The audited financial summary of the 2nd transferor company as on 31.03.2010 is also enclosed to the application. 4. The 3rd transferor company was incorporated on 27.09.2005 with its registered office also at Yellareddyguda, Hyderabad, with an authorized share capital of Rs.10 crores divided into Rs.1 crore equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.8,22,80,000/- divided into 82,28,000 equity shares of Rs.10/- each. The main objects of the 3rd transferor company are also identical as per its Memorandum and Articles of Association. The audited financial summary of the 3rd transferor company as on 31.03.2010 is also enclosed to the application. 5. The 4th transferor company was incorporated on 19.09.2005 with its registered office also at Yellareddyguda, Hyderabad, with an authorized share capital of Rs.10 crores divided into Rs.1 crore equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.8,36,35,000/- divided into 83,63,500 equity shares of Rs.10/- each. The main objects of the 4th transferor company are also identical as per its Memorandum and Articles of Association. The audited financial summary of the 4th transferor company as on 31.03.2010 is also enclosed to the application. 6. The 5th transferor company was incorporated on 23.09.2005 with its registered office also at Yellareddyguda, Hyderabad, with an authorized share capital of Rs.10 crores divided into Rs.1 crore equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.8,03,10,000/- divided into 80,31,000 equity shares of Rs.10/- each. The main objects of the 5th transferor company are also identical as per its Memorandum and Articles of Association. The audited financial summary of the 5th transferor company as on 31.03.2010 is also enclosed to the application. 7. The transferee company was incorporated on 15.12.1993. It had a change of name on 25.03.2003. Its registered office is at Yellareddyguda, Hyderabad, and its authorized share capital is Rs.15 crores divided into Rs.1.5 crore equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.13,77,57,000/- divided into 1,37,75,700 equity shares of Rs.10/- each. The main objects of the transferee company are to carry on by itself or jointly with other persons or Government or local bodies, etc., the business of designing, developing, building, maintaining and operating seaport terminals for liquids, bulk, break bulk, liquids, chemicals, gas and petroleum products and other containerized cargo and works of all descriptions including sea ports, Wharves, dock, piers, railways, tramways, waterways, roads, bridges, construction of submarine pipeline, warehouses, ships vessels of every description, gas work, electric works, water works, drainage and sewerage works and buildings of every description. The company also has its objects to deal with cranes and other specified articles in all manner. The transferee company’s audited financial summary as on 31.03.2010 is also enclosed to the application. 8. All the transferor companies engaged in the business of investment and holding of stocks and shares, etc., are wholly owned subsidiaries of the transferee company, which is also engaged in a similar business among other things. The consolidation of all the transferor companies and the transferee company will result in benefits in terms of synergies in operations, pooling of financial, managerial and technical resources, reduction of common administrative costs and efficient and effective management control systems. Such simplification and restructuring will be to the mutual advantage of all the transferor companies. Therefore, the Boards of Directors of the transferor companies and the Board of Directors of the transferee company in their respective meetings on 09.08.2010 approved the scheme of amalgamation of the transferor companies with the transferee company with effect from 01.04.2010, subject to the approval/consent of the shareholders and confirmation by the High Court. 9. On sanctioning the scheme, all the assets and business of the transferor companies shall be transferred to and vested in the transferee company from the appointed date i.e., on 01.04.2010. The full details of the salient features of the scheme of amalgamation were also elaborated in the applications and mainly, the scheme has no adverse impact on the secured creditors or the employees of the transferor companies. The employees of the transferor companies will become the employees of the transferee company without any break in service or adverse impact on the conditions of service. The rights and interests of persons interested in the transferee company are also no way affected by the scheme of amalgamation and none of the transferor companies are subjected to any investigation or any other proceedings under the Companies Act, 1956. 10. There are seven shareholders each in the applicants/transferor companies. Two have given their affidavits of consent for the scheme of amalgamation which are enclosed to the applications. Hence, the applicants/transferor companies desired that the meetings of the shareholders be dispensed with. All the transferor companies are unlisted companies. 11. Heard Sri V.S. Raju, learned counsel for the applicants/transferor companies and perused the applications and all the enclosed material papers. The contents of the applications read with the enclosed material papers, more particularly the consent affidavits of seven shareholders in all the applications, disclose that there is no factual or legal hindrance for considering on the facts and circumstances, dispensing with the convening of the meetings of the shareholders of the applicants/transferor companies for considering the approval of scheme of amalgamation of the transferor companies with the transferee company which wholly owns the applicants/transferor companies. 12. Therefore, the Company Applications are allowed and convening the meetings of the shareholders of the applicants/transferor companies is dispensed with. There shall be no order as to costs. _____________________ G. BHAVANI PRASAD, J Date: 27th October, 2010 KL HON’BLE SRI JUSTICE G. BHAVANI PRASAD COMPANY APPLICATION Nos.981, 982, 983, 984 & 985 OF 2010 October 27, 2010. KL