THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.199 of 2009 (Dated : 08-04-2010) Between: Samrakshnana Electricals Limited Rep. By its Director D.J.Ramesh …Transferor Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.199 of 2009 ORDER: This application has been taken out by Samrakshna Electricals Limited (hereinafter referred to as “Transferee company”) under Sections 391 to 394 of the Companies Act, 1956 for sanction to the scheme of amalgamation. 2. The Transferee company was incorporated under the Companies Act, 1956 on 01st April, 1987. The authorized share capital of the Transferee company is Rs.2,00,00,000 divided into 20,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital as on 31st March, 2008 was Rs.99,37,060/- divided into 9,93,706 equity shares of Rs.10/- each fully paid up. 3. The objects of the Transferee company are to carry on business of designers, manufactures, buyers, sellers, importers, exporters and dealers of renewal energy resources equipment etc. The objects are more fully described in paragraph 5 of the petition. 4. India Meters Limited (hereinafter referred to as “Transferor Company”) was incorporated under the Companies Act, 1956 on 15.07.1963. The authorized share capital of the Transferor company is Rs.10,65,00,000/- divided into 1,05,00, 000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital as on March 31, 2008 was Rs.6,05,35,570/- divided into 60,53,557 equity shares of Rs.10/- each, fully paid up. The Registered office of the Transferor company is situated at # 22/A, Ambattur Industrial Estate, Chennai-600 058. 5. The objects of the Transferor company are to manufacture, buy, sell, exchange, alter, improve, manipulate, prepare for market, import or export or otherwise deal in all kinds of house service meters etc. The objects are more fully described in para 9 of the petition. 6. It is stated in paragraph 12 of the petition that amalgamation of both the companies will channellise synergies, enable optimum utilization of the available resources, broadening the customer base and boost the morale of employees, thereby improving their productivity. 7. The company petition came to be admitted on 23.12.2009. The petitioner was directed to take out notice to the Regional Director, Ministry of Corporate Affairs, Chennai and Registrar of Companies, Andhra Pradesh, Hyderabad fixing the date of hearing as 21.01.2010. The petitioner was also directed to take out notice by publication in `Andhra Bhoomi’ Telugu daily and `Business Standard’ English daily, Hyderabad editions fixing the date of hearing as 21.01.2010. 8. The petitioner carried out publication as ordered by this Court on 23.12.2009 and filed proof of publication accordingly. 9. The Registrar of Companies placed on record his affidavit. It is stated in the affidavit that the transferee company has to obtain necessary orders with regard to the approval of the scheme from the Madras High Court, since transferor company has its registered office within the State of Tamilnadu. It is also stated in the affidavit that the Transferee Company has availed secured and unsecured loans for which no objection letter from the secured and unsecured creditors has to be produced. 10. The Board of Directors of the Transferee company and Transferor company at their respective meetings held on 25.7.2009 approved the scheme of amalgamation. 11. As per orders dated 17.11.2009, the meeting of the shareholders of the Transferee company has been dispensed with, since all the 13 members holding the entire paid up share capital have given their written consent, by way of affidavits. The sole secured creditor has also conveyed its no objection through letter dated 23.7.2009 to the proposed scheme of amalgamation. 12. The petitioner placed on record the orders obtained by Transferor Company from the Madras High Court for sanction to the scheme of amalgamation. The transferee company also placed on record consent of the unsecured creditors to the extent of Rs.16,11,71,304/-, which constitute 87.68% of the total liability as on 31.1.2010. In view of the certificate obtained by the Transferee company from the unsecured creditors, the objection raised by the Registrar of Companies cannot be considered as an impediment in considering the proposed scheme of amalgamation. 13. Heard learned counsel appearing for the petitioner and perused the material brought on record. 14. No objection has been received from anyone opposing the proposed scheme of amalgamation of the Transferor company with the Transferee company. 15. From the material 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. 16. In the facts and circumstances, I do not see any impediment in granting sanction to the scheme of amalgamation as proposed by the parties, since all the requisite statutory compliances have been fulfilled. 17. Accordingly, the Company Petition is allowed sanctioning the scheme of Amalgamation. The parties to the scheme or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to working of the scheme; and Transferor company shall pay costs of the petition at Rs.3,000/- each to the Assistant Solicitor General and learned counsel representing the Official Liquidator and the said companies do file with the Registrar of Companies a certified copy of the order within 30 days from today. _____________________ B.SESHASAYANA REDDY, J Dt. 08-04-2010 RAR THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.199 of 2009 (Dated : 08-04-2010)