THE HON’BLE Ms. JUSTICE G.ROHINI COMPANY PETITION No.30 OF 2011 Dated: 28.03.2011 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. … Petitioners/ Transferor Companies THE HON’BLE Ms. JUSTICE G.ROHINI COMPANY PETITION No.30 OF 2011 ORDER : This petition is 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 petitioner companies with M/s. Aparna Constructions and Estates Private Limited. The first petitioner 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 petitioner 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 petitioner 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 petitioner 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 petitioner 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 petitioner companies are situated in Hydearbad and the authorized share capital and paid-up share capital of the petitioner companies have been furnished in detail in para-3 of the company petition. The main objects of the all the Transferor Companies as per their respective memorandum 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 Petition). 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 Petition. 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 with effect from 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 Petition and a copy of the Scheme has also been annexed to the Petition. 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 Petition has been filed for sanction of Scheme of Amalgamation It is pleaded that the Transferor Companies have not availed any secured or un-secured loans except the contingent liability to HUDCO, who financed the project in the land of the Transferor Companies under development with Splendid Aparna Projects Private Limited. It is the obligation of the said developer to discharge the said loan. However, the Transferor Companies have requested for the consent/NOC of HUDCO vide their letter dated 22.06.2010, which is followed by a Reminder dated 21.07.2010 and finally, after negotiations the HUDCO has issued five separate letters, dated 10.02.2011 asking for the undertaking by the Companies. Accordingly, the Companies have given undertaking and thereupon, the HUDCO has issued consent/NOC letter dated 14.02.2011, expressly giving consent for the proposed amalgamation of five Transferor Companies with the Transferee Company. I have heard Sri M.V. Durga Prasad, the learned counsel for the petitioners and also perused the affidavit filed in support of Company Petition as well as the Annexures enclosed to the petition. The material available on record shows that by order dated 19.01.2011 made in Company Application No.1563 of 2010 as modified on 04.03.2011, this Court had dispensed with the convening of the meeting of the shareholders of the Transferor Companies as well as the sole creditor on the basis of the no objection given by them by means of affidavits for the scheme of amalgamation By order dated 08.03.2011 this Court directed notice to the Regional Director, Ministry of Corporate Affairs, Chennai and the Registrar of Companies, Andhra Pradesh at Hyderabad. Publication of notice was also ordered in Deccan Chronicle (English Daily) and Andhra Jyothi (Telugu Daily) published from Hyderabad Edition. Accordingly, proof of publication has been filed vide USR No.560, dated 28.03.2011, however no objection has been raised by anyone. The Official Liquidator filed a report dated 24.03.2011 stating that the affairs of the Transferor Companies appear to have not been conducted in a manner prejudicial to the interest of the members or to public interest. In the affidavit filed by the Registrar of Companies also no objection has been raised against the proposed scheme of amalgamation. 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 petition 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, the Company Petition is 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: 28.03.2011 Note: Issue CC in three days (B/o) Ivd