THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY PETITION No.249 of 2010 Dated: 09.03.2011 Between : M/s. Netlink Technologies Limited …… Petitioner Company The Court made the following:- THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY PETITION No.249 of 2010 ORDER : The petitioner herein is M/s. Netlink Technologies Limited (hereinafter referred to as the ‘Transferor Company). 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 M/s. Netlink Technologies Limited with M/s. Deccan Chronicle Holdings Limited (hereinafter referred to as the ‘Transferee Company’). The Transferor Company was originally incorporated as a public limited company on 02.08.2000 in the State of Tamil Nadu vide certificate of incorporation No.18-45486 of 1999-2000, and obtained certificate for commencement of business pursuant to Section 149(3) of the Act on 15.01.2001. Later on the company had shifted its registered office from the State of Tamilnadu to the State of Andhra Pradesh and the same was approved by the Company Law Board, Southern Region, Chennai on 08.12.2008. Accordingly, a certificate of registration consequent on change of the registered of the company from the State of Tamilnadu to the State of Andhra Pradesh was issued by the Registrar of Companies, Andhra Pradesh, Hyderabad on 11.06.2009. The registered office of the Transferor Company is situated at No.36, Sarojini Devi Road, Secunderabad-500 003. The authorised share capital of the Transferor Company as on 31.03.2010 was Rs.4,00,00,000/- divided into 4,00,000 equity shares of Rs.100/- each. The issued, subscribed and paid-up capital of the Transferor Company is Rs.3,58,21,000/- divided into 3,58,210 equity shares of Rs.100/- each, fully paid-up, and the entire equity share capital is held by the Transferee Company, and its nominees. The objects for which the Transferor Company was incorporated as set out in its memorandum of association have been enumerated in Para No.5 of this company petition. The Transferee Company was incorporated on 16.12.2002 in the State of Andhra Pradesh under certificate of incorporation No.40110 of 2002-03 and obtained commencement of business certificate on 30.12.2002. The registered office of the Transferee Company is also situated at No.36, Sarojini Devi Road, Secunderabad-500 003. The present authorised share capital of the Transferee Company is Rs.70 crores divided into 3.5 crores equity shares of Rs.2/- each. The present issued, subscribed and paid-up share capital of the Transferee Company is Rs.48,69,44,438/- divided into 24,34,72,219 equity shares of Rs.2/- each fully paid. The objects for which the Transferee Company was incorporated as set out in its memorandum of association have been enumerated in Para No.10 of this Company Petition. It is stated that the transferee company is engaged in the business of printing and publication of newspapers and the transferor company is also engaged in the similar and supplemental activities, and the transferor company is the wholly owned subsidiary company of the transferee company. In order to consolidate and supplement the business of the Transferor Company, it is has been proposed to amalgamate the transferor company with the transferee company and also to avail the infrastructure and service facilities of the transferor company. In view of the advantages of the amalgamation, the Board of Directors of transferor company and transferee company at their respective meetings held on 12.11.2010 approved the scheme of amalgamation of the transferor company with the transferee company with effect from 1st April, 2010, subject to the approval/consent of the shareholders of the transferor company and the confirmation by this Court. While placing a copy of Scheme of Amalgamation before this Court, it is explained that upon sanctioning of this Scheme and with effect from the appointed date, all the assets of the entire undertaking and entire business of the transferor company shall be transferred to and vested in and/or be deemed to have been transferred to and vested in and managed by the transferee company, as a going concern, without any further deed or act, together with all its properties, assets, rights, benefits and interest therein, in accordance with Sections 391 to 394 of the Act and other applicable provisions of law, if any. It is further explained that the transferor company is wholly owned subsidiary company of the transferee company, and after the scheme being sanctioned, no new shares are required to be issued to the members of the transferor company, since the entire share capital of the transferor company is being held by the transferee company and that the present scheme of amalgamation by way of transfer of undertakings of the transferor company will not affect the rights and interest of the members of the transferor company and does not involve re-organization of the share capital of the transferee company. The shareholders rights and other rights of the members of the transferee company will remain unaffected, as no new shares are issued and there is no change in the capital structure. Further, the scheme of amalgamation also does not affect the rights and interests of the creditors of the transferee company. The scheme is a contract between these companies, which have substantial assets in excess of their liabilities as on 31st March, 2010. The petitioner/transferor company has a positive net worth of Rs.19.81 crores. It is further stated that the transferor company has not availed any secured or unsecured loans and that it is not a listed company. Though the transferee company is a listed company, the concerned stock exchanges have given the no objection, which are enclosed to the company petition as Annexure A-6. It is explained that so far as the shareholders of the transferor company are concerned, this Court by order dated 29.12.2010 in C.A.No.1566 of 2010 had dispensed with the meeting of the shareholders as all the shareholders had given their no objection by means of affidavits. Accordingly, the present petition has been filed for sanction of Scheme of Amalgamation. I have heard the learned counsel for the petitioner and perused the material available on record. By order dated 31.12.2010 this Court directed notice to the Regional Director, Ministry of Corporate Affairs, Chennai; the Registrar of Companies, Andhra Pradesh at Hyderabad and the Official Liquidator, High Court of Andhra Pradesh. Pursuant thereto, the Official Liquidator filed a report dated 10.02.2011 stating that the affairs of the Transferor Company 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, it is stated that there is no objection 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 petitioner. 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: 09.03.2011 Ivd