THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.77 to 80 of 2011 Date:16th September, 2011 M/s.Gamaa Developers Private Limited, a company incorporated under the Companies Act, 1956, having its registered office At “MIHAR”, 8-2-350/5/A/24/1B, Road No.2, Panchavati Colony, Banjara Hills, Hyderabad – 500 034, rep. by its Director Sri D.Devaraja Rao. …1st transferor Company/ Petitioner in C.P.No.77 of 2011 *** M/s.Haripuram Developers Private Limited, a company incorporated under the Companies Act, 1956, having its registered office At “MIHAR”, 8-2-350/5/A/24/1B, Road No.2, Panchavati Colony, Banjara Hills, Hyderabad – 500 034, rep. by its Director Sri .Devaraja Rao. …2nd transferor Company/ Petitioner in C.P.No.78 of 2011 *** M/s.IVR Prime Developers (Nellore) Private Limited, a company incorporated under the Companies Act, 1956, having its registered office At “MIHAR”, 8-2-350/5/A/24/1B, Road No.2, Panchavati Colony, Banjara Hills, Hyderabad – 500 034, rep. by its Director Smt. M.Sarala. …3rd transferor Company/ Petitioner in C.P.No.79 of 2011 *** M/s.Papankuzhi Developers Private Limited, a company incorporated under the Companies Act, 1956, having its registered office At M-22/3RT, Vijayanagar Colony, Hyderabad – 500 057, rep. by its Director Sri Ch.Brahmananda Reddy. …4th transferor Company/ Petitioner in C.P.No.80 of 2011 *** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.77 to 80 of 2011 COMMON ORDER: These four Company Petitions have been filed under Sections 391 and 394 of the Companies Act, 1956, (for short, ‘the Act’), seeking sanction of the proposed scheme of amalgamation. More precisely, M/s.Gamaa Developers Private Limited (hereinafter referred to as ‘the 1st transferor Company’) is the petitioner in Company Petition No.77 of 2011; M/s.Haripuram Developers Private Limited (hereinafter referred to as ‘the 2nd transferor Company’) is the petitioner in Company Petition No.78 of 2011; M/s.IVR Prime Developers (Nellore) Private Limited (hereinafter referred to as ‘the 3rd transferor Company’) is the petitioner in Company Petition No.79 of 2011; and M/s.Papankuzhi Developers Private Limited (hereinafter referred to as ‘the 4th transferor Company’) is the petitioner in Company Petition No.80 of 2011. 2. a) The 1st transferor Company was incorporated as a private limited company under the name and style of M/s.Gamaa Developers Private Limited, on 13.08.2007, in the State of Andhra Pradesh, under Corporate Identity No.U70102AP2007PTC055119 of 2007-2008 issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. The present authorized share capital of the 1st transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid up and the entire share capital is held by M/s.IVR Hotels and Resorts Limited (hereinafter referred to as ‘the transferee Company’) and its nominees. b) The 2nd transferor Company was incorporated as a private limited company under the name and style of M/s.Haripuram Developers Private Limited, on 18.06.2007, in the State of Andhra Pradesh under Corporate Identity No.U70102AP2007PTC054496 of 2007-2008 issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. The present authorized share capital of the 2nd transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each full paid up and the entire share capital is held by the transferee Company and its nominees. c) The 3rd transferor Company was incorporated as a private limited company under the name and style of M/s.IVR Prime Developers (Nellore) Private Limited, on 09.10.2007, in the State of Andhra Pradesh under Corporate Identity No.U45400AP2007PTC055866 of 2007-2008 issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. The present authorized share capital of the 3rd transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid up, and the entire share capital is held by the transferee Company and its nominees. d) The 4th transferor Company was incorporated as a private limited company under the name and style of M/s.Papankuzhi Developers Private Limited, on 13.02.2007, in the State of Andhra Pradesh, under Corporate Identity No.U70102AP2007PTC052727 of 2007-2008 issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. The present authorized share capital of the 4th transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid up and the entire share capital is held by the transferee Company and its nominees. e) The transferee Company was incorporated as a limited company under the name and style of M/s.IVR Hotels and Resorts Limited, on 08.12.1995, in the State of Andhra Pradesh under Certificate of Incorporation No.U55101AP1995PLC022534 of 1995-96 issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. The present authorized share capital of the transferee Company is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.35,78,670/- divided into 3,57,867 equity shares of Rs.10/- each. 3. The transferor Companies are engaged in the business of purchase, acquire, take, develop and dispose of or maintain the same and to build townships, industrial parks, independent houses, flats, housing colonies, commercial complexes, markets, infrastructural projects or other buildings or conveniences etc., and they are 100% subsidiaries of the transferee Company. The proposed scheme of amalgamation is indeed to reduce the overhead costs and also avoid duplication of efforts and bring about synergies of operation. The Board of Directors of the transferor Companies in their respective meetings held on 09.03.2011 approved the proposed scheme of amalgamation subject to the approval/consent of the shareholders and confirmation by this Court. 4. The shareholders of all the transferor Companies have placed on record their affidavits and therefore, meeting of the shareholders of all the transferor Companies came to be dispensed with as per orders, dated 20.04.2011, passed in Company Application Nos.534 to 537 of 2011 respectively. The salient features of the scheme of amalgamation are highlighted in para.29 of the Company Petition No.77 of 2011. Hence, these four Company Petitions seeking sanction of the proposed scheme of amalgamation. 5. The Company Petitions came to be admitted on 27.04.2011. The petitioner Companies were directed to take out notices to the Regional Director, Ministry of Corporate Affairs, Chennai, the Registrar of Companies, Andhra Pradesh, Hyderabad and to the Official Liquidator, Hyderabad. The petitioner Companies were also directed to take out publication in BUSINESS STANDARD (English daily) and ANDHRA BHOOMI (Telegu daily) published from Hyderabad Editions. The petitioner Companies took out notices and publications and filed copies of the same as proof of compliance of the directions. No objections have been received from any quarter as on this day. 6. The Official Liquidator placed on record his report, dated 21.06.2011. As per the report, the affairs of the transferor Companies do not appear to have been conducted in a manner prejudicial in the interests of its members or to the public interest. 7. The Regional Director (South Eastern Region), Ministry of Corporate Affairs, Hyderabad, A.P., also placed on record his common affidavit in all these Company Petitions. The only objection raised by the Regional Director (South, Eastern Region), Hyderabad, is that the transferee Company should pay the stamp duty under the provisions of Andhra Pradesh Stamp Act, and Regulations therein read with Articles 20(d) of Schedule 1-A of the Indian Stamp Act, 1899, upon the sanction of the scheme of amalgamation by this Court. 8. Heard learned counsel appearing for the petitioners; learned Assistant Solicitor General appearing for the Regional Director (South Eastern Region), Hyderabad, A.P., and learned counsel appearing for the Official Liquidator. 9. Learned counsel appearing for the petitioner Companies submits that all the transferor Companies are wholly owned by the transferee Company and therefore, there is no need of paying any stamp duty as provided under Schedule 1-A of the Indian Stamp Act, 1899. 10. It is not in dispute that all the transferor Companies are wholly owned subsidiaries of the transferee Company and the entire share capital is held by the transferee Company and its nominees. Accordingly, there would be no issue of equity shares of the transferee Company to the shareholders of the transferor Companies. Pursuant to the vesting of the undertakings into the transferee Company, the investments in the equity share capital of transferor Companies as appearing in the books of accounts of the transferee Company as well as its nominees shall stand cancelled. All the transferor Companies shall stand dissolved with effect from the appointed date i.e., 01.04.2010. 11. From the material placed on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the scheme. 12. Since all the requisite statutory compliances have been fulfilled, all the four Company Petitions i.e., Company Petition Nos.77 to 80 of 2011 filed by the transferor Companies are allowed sanctioning the proposed scheme of amalgamation with effect from 01.04.2010. The transferor Companies shall stand dissolved without winding up with effect from 01.04.2010. 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 all the transferor Companies shall pay a sum of Rs.5,000/- (Rupees five thousand only) each to the Registrar of Companies, A.P., Hyderabad and also to the Official Liquidator attached to this Court, towards the costs. The petitioner Companies do file with the Registrar of Companies an authenticated copy of this common order and the scheme within 30 days from this date. 13. Accordingly, all the four Company Petitions are allowed. ______________________ B.SESHASAYANA REDDY, J. Date:16th September, 2011. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.77 to 80 of 2011 Date:16th September, 2011