Allowed

Saveri Management Services Private Limited v. -

Telangana HC9 Oct 2013CP/38/2013

Case brief

AI extract

What is this about?

The Court sanctioned the scheme of arrangement and amalgamation of Saveri Management Services Private Limited and two other transferor companies with the transferee Golden Ark Real Estates Private Limited, correcting a minor typographical error in the face value of Class 'A' shares.

What did the court decide?

Scheme of amalgamation and arrangement sanctioned; transferor company directed to file rectified scheme and perform registration formalities within thirty days.

Saveri Management Services Private Limited Vs - — Company and Corporate | Telangana HC (2013)

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HON’BLE SRI JUSTICE VILAS V.AFZULPURKAR COMPANY PETITION No.38 of 2013

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ORDER:

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Company Petition No.38 of 2013 is filed by Saveri Management Services Private Limited (transferor company No.3) seeking sanction of this Court, under Section 391 to 394 of the Companies Act, 1956 (the Act), to the proposed scheme of arrangement and amalgamation with the transferee and their respective shareholders.

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Transferor company No.1 is Golden Age Estates Private Limited; transferor company No.2 is Golden Touch Mercantile Private Limited; and transferee company is Golden Ark Real Estates Private Limited. Transferor company Nos.1 and 2 and the transferee company were registered within the jurisdiction of the High Court of Bombay, and appropriate applications were moved before the High Court of Bombay for sanction of the scheme.

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Transferor company No.3 was originally incorporated on 01.12.2006 and, subsequently, its name was changed to Saveri Management Services Private Limited. The registered office of the transferor company is situated at Hyderabad in the State of Andhra Pradesh. Its main objects are to provide financial consulting services, advisory services, management consultancy services in all functional areas of corporate business activity, design and install management and financial information and control systems, both manual and computer based to meet the needs of the organization, assist in the revival of sick industrial

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units, if necessary, by temporary assumption of operating responsibility and to assist financial institutions and project appraisals; to offer call center services in the field of commerce, finance, stock markets, libraries, accounts, medicine, engineering, communication and other technological fields; and to carry out in India or elsewhere training and placement services in all the areas in electronic commerce, personal financial management, institutional transactions and trade with activities including software development, hardware development, information technology enable back office service, cell centre, portal design and content development. The authorised share capital of transferor company No.3, as at 31.03.2012, was Rs.2,99,00,000/divided into 2,99,00,000 equity shares of Rs.1/- each, and 10,000 Class ‘A’ equity shares of Rs.10/- each of Rs.1,00,000/-. Its issued, subscribed and paid-up capital as on that date was 70,04,820/- equity shares of Rs.1/- each for a total value of Rs.70,04,820/-, and 10,000 Class ‘A’ equity shares of Rs.10/each of Rs.1,00,000/-.

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The Transferee company was originally incorporated on 13.10.2010 in the State of Maharashtra. Its registered office is also situated at Mumbai. The main objects of the transferee company is to carry on the business of purchase and sale of movable and immovable properties in all types, including lends (agricultural and non-agricultural) building, house, flats, bungalows, shops, offices, showrooms and godowns. The authorised share capital of the transferee company, as at 31.03.2012, was Rs.11,00,000/- (consisting of 10,000 equity

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shares of Rs.10/- each for Rs.1,00,000/-, and 10,000 redeemable preference shares of Rs.100/- each for Rs.10,00,000/-). The issued, subscribed and paid-up share capital of the transferee company, as at 31.03.2012, was Rs.1,00,000/- (consisting of 10,000 equity shares of Rs.10/- each fully paid up). The Board of Directors of transferor company No.3 had passed a resolution on 28.03.2012 approving the scheme of amalgamation and arrangement subject to the orders of this Court and other High Courts. The said board resolution is appended as Annexure.17 to the Company Petition.

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Transferor company No.3 had no secured or unsecured creditors, however, had 8 equity shareholders. This Court, by order in Company Application No.863 of 2012 dated 29.08.2012, while dispensing with the convening and holding of the meeting of Class-A shareholders of transferor company No.3 as the entire 10,000 Class-A shares were held by

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Sri K.Satyanarayanaraju, who has filed an affidavit giving his consent to the scheme of amalgamation, ordered for convening of the meeting of the equity shareholders on 09.10.2012. Transferor company No.3 had 8 equity shareholders holding 70,04,820 equity shares, of whom 6 equity shareholders holding 39,00,000 equity shares of Rs.1/- each had attended in person and one equity shareholder holding 50,000 equity shares of Rs.1/- each had attended by proxy, and all of them had unanimously approved the scheme of amalgamation.

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As per the original scheme of amalgamation, four transferor companies were sought to be amalgamated with the transferee

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company and, after the shareholders approved the scheme of amalgamation as mentioned above, one of the four transferor companies viz. New India Finance Limited changed its mind and opted to remain outside the scheme of amalgamation and, thereby, transferor company No.3 filed C.A.No.913 of 2013 seeking to amend the scheme of arrangement and amalgamation of three transferor companies with the transferee company and their respective shareholders; to convene the meeting of the equity shareholders and to appoint a chairperson thereto; and to dispense with the meeting of Class ‘A’ equity shareholders. This Court, by order dated 06.08.2013, observed that withdrawal of New India Finance Limited would not affect the scheme of arrangement and amalgamation of transferor company No.3 as the board resolution dated 15.06.2013 was passed amending the original scheme of amalgamation. This Court, while dispensing with the holding of the meeting of Class ‘A’ equity shareholders in view of the consent given by Sri K.Satyanarayanaraju as he is the sole Class-A shareholder, directed that the meeting of the equity shareholders be convened on 07.09.2013, and appointed a Chairperson. The Chairperson in his report dated 07.09.2013, states that, out of 8 equity shareholders holding 70,04,820 equity shares of transferor company No.3, seven equity shareholders holding 39,50,000 equity shares of Rs.1/- each attended the meeting personally and the resolution approving the scheme of amalgamation was passed by 100% majority of shareholders present and voting. As stated above, there are no secured or unsecured creditors in transferor company No.3. Hence, the question of consideration of their views

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with respect to the scheme of arrangement and amalgamation does not arise. As per the amended scheme, the appointed date is notified as 31.03.2012. C.P.Nos.766 and 767 are filed by transferor company Nos.1 and 2 whereas C.P.No.768 of 2012 is filed by the transferee company before the High Court of Bombay seeking sanction of the Court for the scheme of amalgamation and arrangement. By order dated 21.12.2012, the Bombay High Court approved the scheme of amalgamation. The approval of the same scheme by transferor company No.3 with transferee company, which is common in all the three transferor companies, is sought for herein.

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The Company Petition was admitted on 21.02.2013, and the notice of hearing was published in Business Standard (English daily) and Andhra Bhoomi (Telugu daily) Hyderabad editions.

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The Regional Director (South Eastern Region), Corporate Affairs, Hyderabad, on behalf of the Central Government, has filed a report stating that, subject to the approval of the Company Petitions filed by transferor company Nos.1 and 2 with the transferee company before the High Court of Bombay, the present scheme may be approved, that as per the report of the Registrar of Companies, Hyderabad, transferor company No.3 is regular in filing the statutory returns, and no complaints or investigations are pending against them and, therefore, the Central Government has no objection to the proposed scheme of arrangement and amalgamation.

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In his report dated 03.10.2013, the Official Liquidator would state that he had called for the statutory books and other relevant

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information from transferor company No.3, and the information/documents called for were furnished. The earlier report dated 22.07.2013 of the Official Liquidator is also made part of the record. While no objections regarding the said scheme are pointed out, the Official Liquidator submits that, with regard to clause 6.1 of Part-C of the proposed scheme, there is a mistake in notifying Class ‘A’ equity shares wherein the face value of Class ‘A’ equity shares held by transferor company No.3 was shown at Rs.1/each instead of Rs.10/- each, as per the Balance Sheet as at 31.03.2012.

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An affidavit dated 09.10.2013 is filed, by the authorized signatory of transferor company No.3, stating that, in clause 6.1 of the proposed scheme, a typographical error had crept in mentioning the face value of Class ‘A’ equity shares as Rs.1/each instead of Rs.10/- each. It is, however, pointed out that the face value of Class ‘A’ equity shares has been correctly mentioned in the Balance Sheet as at 31.03.2012. The Official Liquidator opines that the affairs of transferor company No.3 appeared to have not been conducted in a manner prejudicial to the interests of the members or to public interest.

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Except the mistake regarding the face value of the Class ‘A’ equity shares, which has been accepted and since been rectified by transferor company No.3, there is no other objection pointed out by the Official Liquidator. In view of that, this Court is satisfied that the scheme of amalgamation and arrangement, as approved by the members and as consented to by the shareholders, is required to be approved in the interest of transferor company No.3

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and transferee Company.

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I consider it appropriate, therefore, to sanction the scheme of amalgamation-cum-arrangement. However, as pointed out in clause 6.1 of the proposed scheme, the face value of Class ‘A’ equity shares shall be corrected as Rs.10/- each instead of Rs.1/each. Transferor company No.3 to file duly rectified scheme, reflecting the aforesaid correction, to enable the Registrar to issue the approved copy of the scheme along with the order of this Court. Transferor company No.3 shall pay the prescribed stamp duty, and proof of payment furnished, and a certified copy of the order of this Court be filed with the Registrar of Companies, A.P. Hyderabad for its registration within thirty days from the date of the order. The transferee company shall deliver to the Registrar a certified copy of this order, and the “minute” regarding reduction of share capital in the requisite proforma. The transferor company shall also pay a sum of Rs.5,000/- (Rupees Five Thousand Only) each to Sri M.Anil Kumar, Learned Counsel for the Official Liquidator, and Sri Ponnam Ashok Goud, Learned Assistant Solicitor General, in receipt of the work done in examining the scheme and filing their respective reports.

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VILAS V.AFZULPURKAR,J

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Date: 09.10.2013 usd

Saveri Management Services Private Limited v. -

Case brief

What is this about?

What did the court decide?

Saveri Management Services Private Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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