Company Petition No. 186 of 2011 · High Court · 2011

Order

These five Company Petitions have been filed under Sections 391 and 394 r/w. Sections 100 to 102 of the Companies Act, 1956, (for short, ‘the Act’) and Rule 79 of the Companies (Court) Rules, 1959, seeking for sanction of the scheme of arrangement.

2. SNP Ventures Private Limited (hereinafter referred to as ‘SNP Ventures’) is the petitioner in Company Petition No.186 of 2011. SNP Infrastructure Private Limited (hereinafter referred to as ‘SNP Infra’) is the petitioner in Company Petition No.187 of 2011. SNP Property Developers Private Limited (hereinafter referred to as ‘SNP Property’) is the petitioner in Company Petition No.188 of

2011. SNP Real Estates Private Limited (hereinafter referred to as ‘SNP Real Estate’) is the petitioner in Company Petition No.189 of 2011 and SNP Developers and Projects Private Limited (hereinafter referred to as ‘SNP Developers’) is the petitioner in Company Petition No.190 of 2011.

3. SNP Ventures was incorporated as a limited company on 29.07.2004 under the provisions of the Act. Registered office of the SNP Ventures is situated at Flat No.403, Patel’s Avenue, Road no.11, Banjara Hills, Hyderabad – 500

034. The authorized share capital of the SNP Ventures is Rs.60,00,00,000/- divided into 6,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs.34,93,80,050/- divied into 3,49,38,005 equity shares of Rs.10/- each. The objects of the SNP Ventures are: To carry on the business of purchasing, acquiring, taking on lease, or exchanging, developing, selling, giving on lease or otherwise disposing of lands, building, flats and hereditaments of any tenure or description in India or elsewhere, whether for residential, business manufacturing or other purposes etc.

4. SNP Infra was incorporated on 15.07.2004. Registered office of the SNP Infra is situated at Flat No.403, Patel’s Avenue, Road no.11, Banjara Hills, Hyderabad – 500 034. The authorized capital of SNP Infra Rs.150,00,00,000/- divided into 15,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs.130,83,82,000/- divided into 13,08,38,200 equity shares of Rs.10/- each. The main objects of the SNP Infra are: To carry on the business of purchasing, acquiring, taking on lease, or exchanging, developing, selling, giving on lease or otherwise disposing of lands, buildings, flats and hereditaments of any tenure or description in India or elsewhere, whether for residential, business manufacturing or other purposes etc.

5. SNP Property was incorporated on 29.07.2004. Registered office of the SNP Property is situated at Flat No.403, Patel’s Avenue, Road no.11, Banjara Hills, Hyderabad – 500 034. The authorized share capital of SNP Property is Rs.26,00,00,000/- divided into 2,60,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs.21,79,01,350/- divided into 2,17,90,135 equity shares of Rs.10/- each. The main objects of the SNP Property are: To carry on the business of purchasing, acquiring, taking on lease, or exchanging, developing, selling, giving on lease or otherwise disposing of lands, buildings, flats and hereditaments of any tenure or description India or elsewhere, whether residential, business manufacturing or other purposes etc.

6. SNP Real Estate was incorporated on 15.07.2004. Registered office of the SNP Real Estate is situated at Flat No.403, Patel’s Avenue, Road no.11, Banjara Hills, Hyderabad – 500 034. The authorized share capital of SNP Real Estate is Rs.15,00,00,000/- divided into 1,50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs.13,77,59,570/- divided into 1,37,75,957 equity shares of Rs.10/- each. The main objects of the SNP Real Estate are: To carry on the business of purchasing, acquiring, taking on lease, or exchanging, developing, selling, giving on lease or otherwise disposing of lands, buildings, flats hereditaments of any tenure or description in India or elsewhere, whether for residential, business manufacturing or other purposes etc.

7. SNP Developers was incorporated on 11.06.2004. Registered office of the SNP Developers is situated at Flat No.403, Patel’s Avenue, Road no.11, Banjara Hills, Hyderabad – 500 034. The authorized share capital of SNP Developers is Rs.25,00,00,000/- divided into 2,50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs.19,37,40,350/- divided into 1,93,74,035 equity shares of Rs.10/- each. The main objects of the SNP Developers are: To carry on the business of purchasing, acquiring, taking on lease, or exchanging, developing, selling, giving on lease or otherwise disposing of lands, buildings, flats and hereditaments of any tenure or description India or elsewhere, whether residential, business manufacturing or other purposes etc.

8. SNP Ventures carries on several businesses. Under the scheme of arrangement between SNP Ventures, SNP Infra, SNP Developers, SNP Property and SNP Real Estate, the SNP Ventures proposes to reorganize and segregate, by way of de-merger, its business and undertakings engaged in a) Hospitality Undertaking; (b) Commercial Undertaking and (c) Mall Undertaking, which shall be transferred to SNP Real Estate and whereas Commercial and Office Spaces Undertaking shall be to SNP Property for the purpose of achieving better administrative efficiency. The Board of Directors of the petitioner Companies in their respective meetings held on 11.08.2011 passed resolutions approving the proposed scheme of arrangement.

9. In SNP Ventures, there are 11 shareholders and 5 unsecured creditors. There are no secured creditors. The shareholders and unsecured creditors have placed on record their consent letters for the proposed scheme of arrangement. The convening the meeting of shareholders, secured and unsecured creditors came to be dispensed with as per order, dated 28.09.2011, passed in Company Application No.1541 of 2011.

10. In SNP Infra, there are 15 shareholders and 6 unsecured creditors and there are no secured creditors. The shareholders and unsecured creditors have placed on record their consent letters for the proposed scheme of arrangement. The convening the meeting of shareholders, secured and unsecured creditors came to be dispensed with as per order, dated 28.09.2011, passed in Company Application No.1542 of 2011.

11. In SNP Property, there are 9 shareholders and 4 unsecured creditors. There are no secured creditors. The shareholders and unsecured creditors have placed on record their consent letters for the proposed scheme of arrangement. The convening the meeting of shareholders, secured and unsecured creditors came to be dispensed with as per order, dated 28.09.2011, passed in Company Application No.1543 of 2011.

12. In SNP Real Estates, there are 12 shareholders. There are no secured or unsecured creditors to the SNP Real Estates. The shareholders have placed on record their consent letters for the proposed scheme of arrangement. The convening the meeting of the shareholders, secured and unsecured creditors came to be dispensed with as per order, dated 28.09.2011, passed in Company Application No.1544 of 2011.

13. In SNP Developers, there are 11 shareholders and one unsecured creditors. There are no secured creditors. The shareholders and unsecured creditor have placed on record their consent letters the proposed scheme of arrangement. The convening of the meeting of the shareholders, secured and unsecured creditors came to be dispensed with as per order, dated 28.09.2011, passed in Company Application No.1545 of 2011. Hence, all these Company Petitions seeking approval of the proposed scheme of arrangement.

14. All these Company Petitions came to be admitted on

04.11.2011. The petitioner Companies were directed to take out notice to the Regional Director, South, Eastern Region, Ministry of Corporate Affairs, Hyderabad. The petitioner Companies were also directed to take out publication in ‘NEW INDIAN EXPRESS’ (English daily) published from Hyderabad and ‘VAARTHA’ (Telugu daily) published from Hyderabad. The petitioner Companies took out publications and filed copies of the same as proof of compliance of the directions.

15. The Regional Director (South Eastern Region), Hyderabad, placed on record his common affidavit in all these Company Petitions. It is stated in the affidavit that the paid up capital of SNP Ventures shall stand reduced from Rs.34,93,80,050/- to Rs.28,00,14,670/- divided into 2,80,01,467 equity shares of Rs.10/- each. It is also stated in the affidavit that by the scheme of arrangement, there are no violation of provisions of Company Law.

16. Heard learned counsel appearing for the petitioners and learned Assistant Solicitor General appearing for the Regional Director (South Eastern Region), Hyderabad.

17. Learned counsel appearing for the petitioners submits that the scheme itself indicates of reduction of share capital of SNP Ventures and all the shareholders have given their consent for the proposed scheme of arrangement. Learned counsel refers Section 6 of the scheme, which deals with the reduction of share capital of SNP Ventures. Since Section 6 of the scheme takes care of the reduction of share capital, the objection taken by the Regional Director (South Eastern Region), Hyderabad, stands complied with.

18. Despite giving publication in ‘NEW INDIAN EXPRESS’ (English daily) published from Hyderabad and ‘VAARTHA’ (Telugu daily) published from Hyderabad, no objections have been received from any quarter as on this day opposing the proposed scheme of arrangement.

19. From the material placed on record, the proposed 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.

20. Since all the requisite statutory compliances have been fulfilled, all the Company Petitions i.e., Company Petition Nos.186 to 190 of 2011 filed by the petitioner Companies are allowed sanctioning the proposed scheme of arrangement with effect from 01.04.2011. The parties to the scheme of arrangement 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 arrangement. All the petitioner companies shall pay a sum amount of Rs.5,000/- (Rupees five thousand only) each to the Regional Director (South Eastern Region), Andhra Pradesh, Hyderabad towards the costs. The petitioner Companies do file with the Registrar of Companies an authenticated copy of this common order and the scheme within 30 days from this date.

21. Accordingly, all the Company Petitions are allowed. ______________________ B.SESHASAYANA REDDY, J. Date:03rd December, 2011. T HE HON’BLE SRI JUST ICE B.SESHASAYANA REDDY Company Petition Nos.186, 187, 188, 189 and 190 of 2011 Date:03rd December, 2011