Company Petition No. 38 of 2010 · High Court · 2010

Managing Direcotr, Sri Ch.Raghu. …Petitioner/ (Transferee Company) HON’BLE SRI JUSTICE G.V.SEETHAPATHY COMPANY PETITION Nos.38 & 39 OF 2010 COMMON ORDER: These petitions are filed under Sections 391 and 394 of the Companies Act, 1956 seeking sanction of the scheme for amalgamation of M/s Tanmai Jewels Private Limited (hereinafter referred to as “transferor company” in C.P.No.38 of 2010) with M/s Master Multi Tech Limited (hereinafter referred to as “transferee company” in C.P.No.39 of 2010).

2. Heard the learned counsel for the petitioners in both the petitions, learned Assistant Solicitor General representing the Registrar of Companies, Hyderabad and Regional Director, Ministry of Corporate Affairs, Chennai learned counsel representing the Official Liquidator attached to this Court. Perused the records.

3. The transferor company was incorporated on 19-09-1997 with registered office at Ameerpet, Hyderabad. The transferee company was incorporated on 07-04-2000 with its registered office at Ameerpet, Hyderabad. The authorised share capital of the transferor company is Rs.7,00,00,000/-, divided into 70,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the transferor company is Rs.6,99,00,000/-, divided into Rs.69,90,000/- equity shares of Rs.10/- each. The authorised share capital of the transferee company is Rs.6,00,00,000/-, divided into 60,00,000 equity shares of Rs.10/- each. The issued capital of the transferee company is Rs.5,40,00,000/-, divided into 54,00,000/- equity shares of Rs.10/- each and subscribed and paid up capital Rs.5,23,02,000/-, divided into 52,30,200/- equity shares of Rs.10/- each.

4. The main objects of the transferor company is to carry on the business of gold, silver, jewels and articles of gems and diamonds besides dealing in clocks, jewellery, cutlery and their components and accessories etc. The main objects of the transferee company is to carry on the business to manufacture, produce, design, develop, modify, build, encourage, refine etc., and trade in variety of articles, including ornaments, jewellery, gems, goods, watches, clocks etc. The details of the objects of the two companies are set out in the memorandum of association.

5. Both companies have proposed to enter into the scheme of arrangement whereby the two companies are to amalgamate with effect from the appointed date i.e., 01-05-2008. As a result of such amalgamation, all the assets of the transferor company would be transferred and vested in the transferee company so as to become the properties, assets etc., of the transferee company. Similarly, all the debts, liabilities, duties and obligations of transferor company would stand vested transferee company so as to become the debts, liabilities, duties and obligations of the transferee company. The details of the scheme and the benefits of amalgamation are set out in the petitions and also in the scheme of amalgamation filed along with the petitions. It is stated that the board of directors of the two companies in separate meetings held on 31-10-2009 unanimously resolved to approve the scheme of amalgamation. There are 10 shareholders in the transferor company and all of them gave consent the proposed scheme of amalgamation by filing affidavits. Accordingly, meeting of the shareholders was dispensed with by this Court by order dated 15-12-2009 in C.A.No.2002 of 2009. Regarding the transferee company, this Court by order 25-11-2009 in C.A.No.2003 of 2009 appointed Sri G.Lakshminath, Advocate as Chairman to conduct the meeting of the shareholders on 23-01-2010. The meeting was accordingly held on that day at Hotel One Place, KPHP, Kukatpally, Hyderabad and it was attended by 22 members in person and 22 members by proxies and all the shareholders unanimously approved the proposed scheme of amalgamation and passed a resolution and the Chairman reported the result of the said meeting to this Court on 29-01-2010.

6. The transferor company has secured an amount of Rs.9,73,44,932/- from SBI, DCB, HDFC and ICICI and unsecured to an extent of Rs.3,16,54,606/- from 7 creditors. It is stated by the learned counsel for the petitioners that the unsecured creditors of the transferor company are the shareholders of the companies itself. No objection letters by the secured and unsecured creditors are also filed into the Court along with the affidavit. All the secured and unsecured creditors of the transferor company have given letters stating no objection for the proposed scheme of amalgamation. There are no secured and unsecured creditors for the transferee company.

7. In the circumstances and having regard to the fact that the two companies are engaged in similar business and the board of directors of the two companies have approved the scheme of amalgamation and shareholders of two companies, secured and unsecured creditors of the transferor company have stated no objection for the proposed amalgamation and no objection having been received from any quarter for the proposed scheme and the interest of the members, secured and unsecured creditors having been duly taken care of and protected and, in view of the reports fled by the Official Liquidator and the Assistant Solicitor General, it considered that the proposed scheme of arrangement involving amalgamation of the transferor company with the transferee company can be sanctioned and the same is, accordingly, sanctioned to be effective from 01-05-2008. As a consequence thereof, the transferor company stands dissolved without going through the process of winding up.

8. The petitioners shall file a certified copy of this order with the Registrar of Companies within thirty days from the date of receipt of a copy of this order.

9. In the result, the company petitions are allowed accordingly. The Transferor and Transferee companies shall pay costs of these petitions set at Rs.3,000/- each to the learned Assistant Solicitor General. ____________________ G.V.SEETHAPATHY, J 13th July 2010. Lrkm