Allowed

M/s Country Club (India) Limited v. -

Telangana HC1 Apr 2013CP/104/2012

Case brief

AI extract

What is this about?

The Court granted sanction under Sections 391 and 394 of the Companies Act, 1956 for the amalgamation of Amrutha Estates & Hospitality Private Limited with Country Club (India) Limited. The amalgamation was deemed beneficial as both entities engaged in similar business with approvals from shareholders, creditors, and regulatory bodies.

What did the court decide?

Sanction accorded for the scheme of amalgamation with effect from 01-04-2011; transferor company to stand dissolved.

M/s Country Club (India) Limited Vs - — Company and Corporate | Telangana HC (2013)

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HON'BLE SRI JUSTICE N.R.L. NAGESWARA RAO COMPANY PETITION Nos.103 and 104 of 2012

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COMMON ORDER:

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Both these applications are filed under Sections 391 and 394 of the Companies Act, 1956 (for short, ‘the Act’) seeking sanction for the scheme of amalgamation of the transferor and transferee Companies.

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2. Heard the learned counsel for the petitioner and also the counsel for the Official Liquidator.

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3. Company petition No.103 of 2012 is filed by M/s. Amrutha Estates & Hospitality Private Limited (AEHPL), which is the transferor Company, for amalgamation with M/s. Country Club (India) Limited (CCIL), the petitioner in C.P.No.104 of 2012 which is the transferee Company. The transferor Company was doing business as Builders, Developers and Real Estates etc., and the transferee Company is also doing business in Hotels, Motels and Resorts etc., as set out in the Memorandum of Association. The amalgamation of the transferor Company is beneficial to transferee Company. As scheme of amalgamation is bona fide and since both the Companies are engaged in similar business and by amalgamation, there is likelihood of better performance. The scheme of amalgamation has been approved by the Board of Directors and necessary

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resolution has been passed. The meeting of the shareholders has been dispensed in C.P.No.103 of 2012 and in C.P.No.104 of 2012. The meeting of the shareholders, secured credits and other creditors was convened and they have also accepted for the same and a report was filed by the Chair Person on 19.06.2012. The report of the Official Liquidator also discloses the particulars of the secured and unsecured creditors, who have accepted the same. The Regional Director, Ministry of Corporate Affairs, Hyderabad, has also no objection for the scheme of amalgamation. The reports of the Official Liquidator are considered.

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4. The petitions were admitted on 26.06.2012 and publication was also ordered in Business Standard English daily and Andhra Bhoomi Telugu daily of Hyderabad Edition.

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5. In the circumstances, as both the companies are stated to be engaged in similar business activity and they are managed by the same group and the Board of Directors of both companies approved the proposed scheme of amalgamation and all the shareholders and creditors of both companies also stated no objection for the same, and there being no objection received from any quarter and the interest of the shareholders, creditors and the employees of both the companies having been duly taken care of, it is considered that sanction can be accorded for the proposed

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scheme of amalgamation and the same is accorded with effect from 01-04-2011, i.e. the date of appointment. In view of the same, the transferor company shall stand dissolved, without going through the process of winding up with effect from 01-04-2011. Petitioners shall file certified copy of this order within thirty days of the receipt of the same before the Registrar of Companies, Hyderabad for the purpose of registration and necessary follow up action. Petitioners shall pay a sum of Rs.3,000/- (Rupees Three Thousand only) towards costs for the Central Government to the learned Assistant Solicitor General.

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6. Both the Company Petitions are allowed accordingly.

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____________________________________ JUSTICE N.R.L. NAGESWARA RAO

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Date:01.04.2013 SKA/INL

M/s Country Club (India) Limited v. -

Case brief

What is this about?

What did the court decide?

M/s Country Club (India) Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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Statutes considered

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