COMPANY PETITION Nos.6 and 7 of 2009 v. (V.V.S.RAO, J)

THE HON’BLE SRI JUSTICE V.V.S.RAO COMPANY PETITION Nos.6 and 7 of 2009 CONNECTED WITH COMPANY APPLICATION Nos.4 and 5 of 2009 In the matter of Companies Act, 1956 In the matter of Sections 391 and 394 of the said Act In the matter of Scheme of Amalgamation M/s.Seven Hills Hospitals Private Limited (Transferor Company) M/s.Seven Hills Healthcare Private Limited (Transferee Company) Company Petition No.6 of 2009 M/s.Seven Hills Hospitals Private Limited, A company incorporated under the Companies Act, 1956, Having its registered Office at 11-4-4/A, Rockdale Layout, Visakhapatnam-530 002, Represented by its Chairman-cum-Managing Director, Dr.Jitendra Das Maganti. … Petitioner/ Transferor Company. Company Petition No.7 of 2009 M/s.Seven Hills Healthcare Private Limited, A company incorporated under the Companies Act, 1956, Having its registered Office at 11-4-4/A, Rockdale Layout, Visakhapatnam-530 002, Represented by its Chairman-cum-Managing Director, Dr.Jitendra Das Maganti. … Petitioner/ Transferee Company.

THE COURT MADE THE FOLLOWING COMMON ORDER ON PETITIONS The above petitions coming on for hearing on 12th October 2009, upon reading the said petitions, the common order dated 21.01.2009 in Company Application Nos.4 and 5 of 2009 dispensing with requirement of convening the meeting of shareholders/members of the above named companies for the purpose of considering and approving with or without modification the scheme of amalgamation to be made between the transferor company and the transferee company, a n d also on going through the consent obtained from all the shareholders filed before this Court, and upon hearing Sri K.Mamata Choudary, Advocate for the petitioners, and it is appearing from the affidavits of the share holders and creditors that the proposed Scheme of Amalgamation has been approved by all creditors and the share holders of the petitioner companies. The Central Government filed a common report raising objection that as per the directions of this Court in Company Application Nos.126 and 127 of 2009, the scheme of amalgamation shall be considered subject to production of consent letters from secured creditors of both the companies.

Official Liquidator also filed a report to the same effect. Learned Counsel for the petitioners has complied with the said objection by filing the consent letters from the secured creditors before this Court. After going through the same, and also having noticed that no objection of any nature has been received for the proposed scheme of amalgamation from the public, this Court doth hereby sanction the scheme of amalgamation as set out in paragraph No.15 of Company Petition No.6 of 2009 and paragraph No.18 of Company Petition No.7 of 2009 the petitions herein and the schedule thereto (Annexure-C) and doth hereby declare that the same is binding on all the shareholders and creditors of the above named companies. This Court also observes that the consolidated accounts of the transferee company shall be finalized as per the accounting standards as applicable to the scheme of amalgamation. The parties to the scheme of amalgamation or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the scheme of amalgamation and that transferee company shall pay the costs of these petitions set at Rs.3,000/- each to the Assistant Solicitor General, and the transferor company shall pay costs of Rs.3,000/- to the learned Counsel for the Official Liquidator Sri M.Anil Kumar, and that the said companies do file with the transferor company and Registrar of Companies the certified copies of the orders within 30 days from this date. The Company Petitions are accordingly disposed of.

12.10.2009 ____________

(V.V.S.RAO, J)