Allowed

Northwood Constructions India Private Limited v. -

Telangana HC9 Jul 2014CP/102/2014

Case brief

AI extract

What is this about?

The court considered a Company Petition filed by Northwood Constructions India Private Limited for the sanction of a proposed scheme of amalgamation. After reviewing reports from the Official Liquidator and the Regional Director, and noting no objections were received during the public notice period, the court sanctioned the scheme and ordered the transferor company's dissolution.

What did the court decide?

Scheme of amalgamation sanctioned with effect from 01.04.2013; transferor company ordered to be dissolved without winding up.

Northwood Constructions India Private Limited Vs - — Company and Corporate | Telangana HC (2014)

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HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY COMPANY PETITION No.102 of 2014

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Date:09.07.2014

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Between:

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M/s Northwood Constructions India Private Limited, Hyderabad, reptd by its Director-Suresh Challa

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……Petitioner/ Transferor Company No.6

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Counsel for the petitioner: Sri Naresh Kumar Sangam

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The Court made the following:

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HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY COMPANY PETITION No.102 of 2014

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ORDER:

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This Company Petition is filed by M/s Northwood Constructions India Private Limited, (transferor Company No.6) for sanction of the proposed scheme of amalgamation under Sections 391 and 394 of the Companies Act, 1956 (for short ‘the Act’).

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It is averred that the petitioner-company was incorporated under the Act on 25.02.2008; that its authorized share capital is Rs.5 lakhs divided into 30,000 Normal equity shares of Rs.10/- each, 10,000 Class A equity shares of Rs.10/- each and 10,000 Class B equity shares of Rs.10/- each; that its issued, subscribed and paid up capital is Rs.3 lakhs divided into 10,000 fully paid-up Normal equity shares of Rs.10/each, 10,000 fully paid-up Class A equity shares of

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Rs.10/- each and 10,000 fully paid-up Class B equity shares of Rs.10/- each; that its main objects are to carry on in all their respective branches all or any of the business of builders, property developers, real estate developers, infrastructure developers, etc; that by resolution, dated 04.09.2013, its Board of Directors has approved the proposed scheme of amalgamation of the company with M/s Northwood Properties India Private Limited (transferee company), which is filed as Annexure-F; and that the appointed date is 01.04.2013.

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The petitioner further averred that it has three shareholders and all of them have given their individual consent affidavits, filed as Annexures-H1 to H3 (page Nos.189 to 194) to the proposed scheme of amalgamation; that it has five unsecured creditors, who have also given their consent letters, filed as Annexure-I (page Nos.195 to 207) to the proposed scheme of amalgamation; and that it has no secured creditors. The petitioner has filed Company Application No.390 of 2014 for dispensing with the holding of the meetings of its shareholders and unsecured creditors for considering the proposed scheme of amalgamation. This Court by order, dated 18.03.2014, has allowed the said Company Application. The petitioner has filed the present Company Petition for approving the proposed scheme of amalgamation.

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This Court by order, dated 29.04.2014, ordered notices to the Official Liquidator attached to this Court and also to the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad. Advertisement was also ordered to be published in two daily newspapers, viz., Business Standard (English) and Andhra Bhoomi (Telugu) of Hyderabad editions. The petitioner has filed proof of publication through memo,

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dated 06.06.2014, vide USR.No.1672 of 2014 and no objections are stated to have been received.

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In response to the notices, both the Deputy Official Liquidator and the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad have filed their respective reports.

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The Regional Director in his common report, dated 01.07.2014, stated that in pursuance of General Circular No.1 of 2014, dated 15.01.2014, issued by the Ministry of Corporate Affairs, New Delhi, comments from the Income Tax Department were invited by him, vide letter, dated 13.05.2014, and that no comments/remarks from the Income Tax Department have been received in response to the said notice. In his report, dated 30.06.2014, the Deputy Official Liquidator has stated that the affairs of the petitioner-company involved in the proposed scheme of amalgamation are not conducted in a manner prejudicial to the interests of the members of the petitioner or to the public interest.

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Having regard to the reports of the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad and the Deputy Official Liquidator and as no objections/claims have been received in pursuance of the advertisement for approving the proposed scheme of amalgamation, this Court is of the opinion that the proposed scheme of amalgamation is in conformity with the provisions of the Act and the same does not in any manner affect the interests of any of the stake holders including the public.

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Therefore, the proposed scheme of amalgamation is sanctioned with effect from the appointed date i.e., 01.04.2013. The petitioner (transferor company No.6) is

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ordered to be dissolved without going through the process of winding up. The petitioner shall, within 30 days from the date of receipt of a copy of this order, cause a certified copy of the same to be delivered to the Registrar of Companies, Andhra Pradesh, Hyderabad and take all other consequential actions in pursuance of the approval of the scheme of amalgamation.

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The Company Petition is, accordingly, allowed.

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____________________________ JUSTICE C.V.NAGARJUNA REDDY 09^th July, 2014 DR

Northwood Constructions India Private Limited v. -

Case brief

What is this about?

What did the court decide?

Northwood Constructions India Private Limited v. -

Case brief

What is this about?

What did the court decide?

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