THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.35 of 2010 (Dated:19-03-2010) Between: M/s.Velurasantha Developers Private Limited, Represented by its Director, Sri K.Ashok Reddy …Petitioner/ Transferor Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.35 of 2010 ORDER: This petition has been taken out under Sections 391 and 394 of the Companies Act, 1956 seeking sanction to the Scheme of Amalgamation of M/s. Velursantha Developers Private Limited (hereinafter referred to as “Transferor company”) with M/s.IVR Hotels and Resorts Limited (hereinafter referred to as “Transferee company”) with effect from 01.4.2009. 2. The Company Petition came to be admitted on 11-02-2010. The petitioner was directed to take out notice to the Official Liquidator, High Court of A.P., as well as the Assistant Solicitor General for the Central Government. The petitioner was also permitted to take out notice of hearing of this company petition by publishing the same in `Andhra Jyothi’ Telugu daily and `Business Standard’ English daily, Hyderabad editions, indicating the date of hearing as 11-03-2010. 3. The petitioner carried out publication as ordered by this Court on 11-02-2010 and filed proof of publication accordingly. 4. The Registrar of Companies filed affidavit reporting no objection for considering the proposed scheme of amalgamation. Paragraph 3 of the common affidavit filed by the Registrar of Companies reads as hereunder:- “That it is humbly submitted that the Regional Director, Ministry of Corporate Affairs, Chennai being the competent authority on behalf of the Central Government had examined the scheme carefully with reference to the material papers made available to him and upon such examination, it was decided not to make any objection against the scheme of Amalgamation and to leave the matter to be decided by the Hon’ble High Court on merits.” 5. The Transferor Company was incorporated as a private limited company under the name and style of M/s. Velursantha Developers Private Limited on 29th March 2007 in the State of Andhra Pradesh under Corporate Identity Number U70102AP2007PTC053379 of 2007-2008 issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. 6. The present authorized Share Capital of the Transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company 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. 7. The main object of the Transferor company is to purchase, acquire, take on lease or in exchange or in any other lawful manner any area, land, buildings, structures and to turn the same into account, develop the same and dispose of or maintain the same and to build townships, industrial parks, independent houses, flats, housing colonies, commercial complexes, markets etc. The objects have been more fully described in paragraph 5 of the petition. 8. The Transferee company was incorporated under the name and style of M/s.IVR Hotels and Resorts Limited on 8th December, 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 of the company is Rs.35,78,670/- divided into 3,57,867 equity shares of Rs.10/- each. The main objects of the Transferee Company are more fully described in para 10 of the petition. 9. The Board of Directors of the Transferor company at their meeting held on 26th November, 2009 approved the scheme of amalgamation of the Transferor company with the Transferee company with effect from 1st April, 2009. As per the orders dated 20.01.2010 passed in Company Application No.2117 of 2009, the meeting of the shareholders of the Transferor company has been dispensed with, since all the shareholders have filed their affidavits. The salient features of the scheme are detailed in paragraph 14 of the petition. 10. The principal object of the proposed scheme of amalgamation is to reduce overhead costs and also avoid duplication of efforts and bring about synergies of operation. 11. The Official Liquidator filed report being O.L.R.No. 66 of 2010 stating that the affairs of the company do not appear to have been conducted in a manner prejudicial to the interests of the shareholders or to public interest. 12. Heard learned counsel appearing for the petitioner and perused the material brought on record. 13. The Transferor Company is wholly owned subsidiary of the Transferee Company. The main object of the scheme of amalgamation is to reduce overhead cost and also avoid duplication of efforts and bring about synergies of operation. All the shareholders of the company have filed their affidavits and the said affidavits were taken into consideration in Company Application No.2117 of 2009 while ordering dispensing with the meeting of the shareholders. 14. No objection has been received from any one opposing the proposed scheme of Amalgamation of the Transferor Company with the Transferee Company. 15. From the material brought 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 petitioner company, since all the requisite statutory compliances have been fulfilled. 17. Accordingly, this 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 the learned counsel representing the Official Liquidator and the said Company do file with the Registrar of Company a certified copies of the order within 30 days from this date. 18. Accordingly, the Company Petition is allowed. _____________________ B.SESHASAYANA REDDY, J Dt.19-03-2010 RAR THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.35 of 2010 DATED : 19-03-2010