IN THE HIGH COURT OF JUDICATURE, ANDHRA PRADESH AT HYDERABAD WEDNESDAY, THE FIFTEENTH DAY OF SEPTEMBER TWO THOUSAND AND TEN HON’BLE SRI JUSTICE G. BHAVANI PRASAD Company Petition No.184 of 2009 Between: M/s. Viraat Granites Pvt. Limited, represented by Its Director and authorized signatory Sri S. Dhandapani ..Petitioner AND NIL .. Respondent ORDER: The applicant/Transferor Company seeks sanction and confirmation of the Scheme of Arrangement as consented by the shareholders of the Transferor Company and the Transferee Company so as to be binding on all the members, creditors and employees of the petitioner/Transferor Company and for consequential directions. The petition under Sections 391 and 394 of the Companies Act, 1956 stated that the Transferor Company was incorporated on 05-01-1998, the name of which was changed later and its registered office is at Ameerpet, Hyderabad. Its authorized capital is Rs.1,00,00,000/- divided into Rs.10,00,000/- equity shares of Rs.10/- each, while the subscribed and paid up capital is Rs.74,10,780/-. The Memorandum and Articles of Association of the Company specifies the objects of the Company to be doing business in excavators of Mines, Granite stones and the like, acquiring quarries and mines on lease or purchase from the Government or others and doing business in cutting and polishing materials etc. The Transferee Company/Beardsell Limited was incorporated on 23-11-1936 and had a change of name on 01-10- 1983 with its registered office at Chennai. The authorized share capital of the Transferee Company is Rs.5,00,00,000/- divided into Rs.50,00,000/- equity shares of Rs.10/- each and the subscribed and paid up equity share capital is Rs.3,83,31,680/-. The Transferee Company had its main objects stated in the Memorandum and Articles of Association as carrying on business in Cotton, Linen, Silk etc., textile goods and also doing business as Builders, Contractors and Engineers, apart from dealing with patent rights, trademarks business etc. The applicant/Transferor Company is a wholly owned subsidiary of the Transferee Company in which the Transferee Company holds all the shares except 500 shares held by the nominee of the Transferee Company. The scheme of Arrangement and Merger is proposed in the interest of both the Companies, their shareholders, employees, creditors and all concerned. The Boards of Directors of the Companies unanimously approved the Scheme of Arrangement and Merger subject to approval of the shareholders and sanction by the High Court of Madras. The details of the scheme of arrangement and merger are extracted in detail in the petition, which has the appointed date as 01-10-2008. While all the assets and liabilities of the Transferor Company shall stand transferred and vested in the Transferee Company, the Transferor Company will be dissolved without being wound up on the scheme being effected. The scheme is the subject to approval of the High Court and the applicant earlier filed C.A.No.654 of 2009 in which orders were passed by this Court on 19-10-2009 dispensing with the convening of the meeting of the shareholders and publication of notice as the shareholders had stated by means of affidavit about the absence of any objection. Both the Companies had no proceedings or prosecutions or investigation against them and hence, the scheme, which is beneficial to both the Companies and their shareholders and employees, is sought to be confirmed. The Court ordered notices to the Central Government and the Official Liquidator as well as general notice by publication in “New Indian Express” English daily and “Andhra Jyothi” Telugu daily Hyderabad editions. The publication of general notice has been accordingly made and no objections have been received in pursuance of the said general notice. The Official Liquidator filed his report stating that the affairs of the Company appeared to have not been conducted in a manner prejudicial to the interests of the members or to public interest. The Registrar of Companies filed a common affidavit stating that as the Transferee Company is situated in the State of Tamil Nadu, the scheme is subject to approval of the High Court of Madras and the Transferee Company should pay the stamp duty wherever applicable as per the regulations of the Stamp Act as in force in the State of Andhra Pradesh. Heard Sri P. Subhash, learned counsel for the applicant and Miss. M. Ramya, learned counsel representing the learned Assistant Solicitor General of India and Sri M. Anil Kumar, learned counsel for the Official Liquidator. While the Official Liquidator had absolutely no objection and did not refer to any circumstance disentitling the applicant to the reliefs claimed, concerning the objection taken by the Registrar of Companies about the scheme being subject to approval of the High Court of Madras due to the location of the Transferee Company, the petition itself has specifically stated that the Transferee Company shall, with all reasonable dispatch, make an application under Sections 391 and 394 of the Companies Act 1956 for sanctioning the scheme and for dissolution of the Transferor Company without being wound up. As such, as the scheme becomes effective only on the approval of the High Court of Madras, the same needs no further elaboration herein. Insofar as the payment of stamp duty wherever applicable is concerned, the regulations of the Stamp Act as in force in the State of Andhra Pradesh shall have to be complied with by the Transferee Company in respect of the scheme. Subject to the same, the contents of the petition and the material on record disclosed that there is no factual or legal impediment for granting the reliefs prayed for herein. Therefore, the scheme of arrangement is sanctioned and confirmed so as to be binding on all the members, creditors, employees of the Transferor Company and a certified copy of this order shall be caused to be delivered to the Registrar of Companies, Andhra Pradesh, Hyderabad, within 30 days. The parties to the scheme or any other interested person shall be at liberty to apply to this Court for any direction that may be necessary regarding carrying out of the scheme of arrangement. The petitioner Company shall pay costs of Rs.3,000/- (Rupees three thousand only) each to the learned Assistant Solicitor General and the learned counsel for the Official Liquidator. The order of this Court shall be made in Form-42 subject to such variations, as the circumstances may require, in terms of Rule 84 of the Companies (Courts) Rules 1959. The application is allowed accordingly. _____________________ G. BHAVANI PRASAD, J Date: 15-09-2010 Ksn