THE HON'BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petitions No.61, 62 and 63 of 2011 COMMON ORDER:- These Company Petitions have been taken out under Sections 391 and 394 of the Companies Act seeking sanction of the Scheme of Arrangement for Amalgamation of two Transferor Companies with Transferee Company as approved by the shareholders of the Transferor Companies as well as Transferee Company. The petitioner in C.P.No.61 of 2011 is Suncorp Fashions Private Limited (hereinafter referred to as the 1st Transferor Company). The 1st Transferor Company was originally incorporated as a Private Limited Company on 15-4-2009 in the State of Andhra Pradesh, Hyderabad, vide Corporate Identity Number U52322AP2009PTC06339 under the name and style of Suncorp Fashions Private Limited. The main objects of the 1st Transferor Company as set out in the Memorandum of Articles of Association are to carry in India or abroad the business of buying, selling, reselling, dealing, importing, exporting, transporting, storing, fabricating, developing, marketing, supplying or designing, and to act as broker, trader, agent, clearing and forwarding agent etc., more fully described in para 3 of the C.P.No.61 of 2011. The authorized share capital of the 1st Transferor Company is Rs.9,00,00,000/- divided into 90,00,000 Equity Shares of Rs.10/- each. The Issued, Subscribed and Paid-Up Capital is Rs.9,00,00,000/- divided into 90,00,000 fully paid-up Equity Shares of Rs.10/- each. The petitioner in C.P.No.62 of 2011 is Suncorp Retail Private Limited (hereinafter referred to as the 2nd Transferor Company). The 2nd Transferor Company was originally incorporated as a Private Limited Company on 1-8-2008 in the State of Andhra Pradesh, Hyderabad, vide Corporate Identity Number U52100AP2008PTC060424 under the name and style of Suncorp Retail Private Limited. The main objects of the 2nd Transferor Company as set out in the Memorandum of Articles of Association are to carry in India or abroad the business of buying, selling, reselling, dealing, importing, exporting, transporting, storing, fabricating, developing, marketing, supplying or designing, and to act as broker, trader, agent, clearing and forwarding agent etc., more fully described in para 3 of the C.P.No.62 of 2011. The authorized share capital of the 2nd Transferor Company is Rs.5,00,00,000/- divided into 50,00,000 Equity Shares of Rs.10/- each. The Issued, Subscribed and Paid-Up Capital is Rs.5,00,00,000/- divided into 50,00,000 fully paid-up Equity Shares of Rs.10/- each. The Company Petition No.63 of 2011 is filed by Suncorp Lifestyles Limited (hereinafter referred to as the Transferee Company). The Transferee Company was originally incorporated as a Suncorp Lifestyles Private Limited with the Registrar of Companies, Andhra Pradesh, vide Corporate Identity Number U74999AP2008PTC059997. The name of the Company was later on changed as Suncorp Lifestyles Limited on conversion into Public Limited Company vide fresh certificate of incorporation issued by the Registrar of Companies, Andhra Pradesh on 1-11-2010. The main objects of the 1st Transferor Company as set out in the Memorandum of Articles of Association are to carry in India and abroad the business of buying, selling, reselling, dealing, importing, exporting, transporting, storing, fabricating, developing, marketing, supplying or designing, and to act as broker, trader, agent, C&F agent etc., more fully described in para 3 of the C.P.No.63 of 2011. The authorized share capital of the Transferee Company is Rs.15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs.10/- each. The Issued, Subscribed and Paid-Up Capital is Rs.14,60,00,000/- consisting of 1,46,00,000 fully paid-up Equity Shares of Rs.10/- each. The Transferee Company proposed to take up all the assets and liabilities of the Transferor Companies as the amalgamation would result in better and efficient utilization of resources of the Transferor Companies and the Transferee Company resulting in synergy of operations of economies of scale. The salient features of the scheme of amalgamation have been stated in para 9 of the respective petitions. The Board of Directors of the respective Companies approved the scheme of amalgamation on 26-3-2011. The shareholders of the Transferor Companies as well as Transferee Company have placed on record their affidavits indicating their consent for the proposed scheme of amalgamation. Accordingly, appointment of Chair Persons to convene the meeting of the shareholders came to be dispensed with as per orders in Company Application Nos.369, 370 and 371 of 2011. Hence these Company Petitions seeking the prayers stated supra. Notices to the Regional Director, Ministry of Corporate Affairs, and notices to the Registrar of Companies and Official Liquidator came to be ordered on 8-4-2011. The petitioners are also directed to take out publication in Busines Standard (English Daily) and Andhra Bhoomi (Telugu Daily) published from Hyderabad editions. The petitioners take out notices and placed on record the copies of the publication as proof of the same. The Official Liquidator placed on record his reports in C.P.Nos.61 and 62 of 2011. Registrar of Companies placed on record his common affidavit in C.P.Nos.61, 62 and 63 of 2011. No objections have been received from any quarter opposing the proposed scheme of amalgamation. Heard the learned Counsel appearing for the petitioners, the learned Assistant Solicitor General representing the Registrar of Companies and the learned Counsel appearing for the Official Liquidator. The only objection raised by the Registrar of Companies in the common affidavit is that the Transferee company should pay the Stamp Duty as per the regulations of the A.P.Stamp Act. The Transferee Company i.e., the petitioner in C.P.No.63 of 2011 undertakes to pay the Stamp Duty under the regulation of the A.P.Stamp Act. The two Transferor Companies placed on record No Objection Certificate issued by the Creditors. The creditors reported No Objection for the proposed scheme of amalgamation. The proposed scheme of amalgamation is stated to be for better and efficient utilization of resources of the Transferor Companies and the Transferee Company resulting in synergy of operations and economies of scale. The report of the Official Liquidator indicate that the affairs of the Transferor Companies appeared to have not been conducted in a manner prejudicial to the interests of the members or to public interest and that the Transferor Companies be dissolved without the process of winding up with effect from the appointed date. 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. Since all the requisite statutory compliance have been fulfilled, the three Company Petitions are allowed sanctioning the scheme of proposed amalgamation. The parties to the scheme of amalgamation or other persons interested shall be at liberty to apply for any directions that may be necessary in regard to the working of the scheme of amalgamation. The Transferor Companies to lodge an authenticated copy of the scheme and copy of this order with the Registrar of Companies within 60 days from the date of the order. The petitioners in all the three Company Petitions shall pay a sum of Rs.5,000/- (Rs.Five thousand only) each to the Registrar of Companies, A.P., Hyderabad, and also to the Official Liquidator attached to this Court towards costs. _________________________ B.Seshasayana Reddy, J 8th June, 2011 smr