Allowed

M/s. First League Estates Private Limited, v. -

Telangana HC4 Aug 2014CP/111/2014

Case brief

AI extract

What is this about?

The Court sanctioned a scheme of amalgamation filed by M/s First League Estates Private Limited with M/s First League Renew Tech Private Limited under Sections 391 and 394 of the Companies Act, 1956, after receiving reports from the Official Liquidator and Regional Director finding no prejudice to stakeholders.

What did the court decide?

The proposed scheme of amalgamation is sanctioned with effect from 01.04.2014; the petitioner is ordered to be dissolved without winding up.

M/s. First League Estates Private Limited, Vs - — Company and Corporate | Telangana HC (2014)

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HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY COMPANY PETITION No.111 of 2014

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Date:04.08.2014

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Between: M/s First League Estates Private Limited, Secunderabad, reptd by its DirectorAlladi Kiran Kumar

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……Petitioner/ Transferor Company No.1

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Counsel for the petitioner: Sri K.Rajedran

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The Court made the following:

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HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY COMPANY PETITION No.111 of 2014

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ORDER:

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This Company Petition is filed by M/s First League Estates Private Limited, (transferor Company No.1) 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 originally incorporated under the Act on 04.03.2011 as M/s First League Seedtech Private Limited and subsequently, its name was changed to M/s First League Estates Private Limited on 03.05.2012; that its authorized share capital is Rs.1 lakh divided into 10,000 equity shares of Rs.10/- each, that its paid up capital is Rs.1 lakh divided into 10,000 equity shares of Rs.10/-

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each; that its main objects are to undertake construction, develop real estate, properties, housing, land, developing infrastructure, etc; that by resolution, dated 12.03.2014, its Board of Directors has approved the proposed scheme of amalgamation of the petitioner company with M/s First League Renew Tech Private Limited (transferee company); and that the appointed date is 01.04.2014.

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The petitioner further averred that it has five shareholders, who are all members of the Hindu undivided family, and all of them have given their individual consent affidavits to the proposed scheme of amalgamation and that it has no secured or unsecured creditors.

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The petitioner has filed Company Application No.427 of 2014 for dispensing with the holding of the meeting of its shareholders for considering the proposed scheme of amalgamation. This Court by order, dated 24.03.2014, has allowed the said Company Application. The petitioner has subsequently filed the present Company Petition for approving the proposed scheme of amalgamation.

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This Court by order, dated 03.06.2014, 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, dated 23.06.2014, vide USR.No.1931 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

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Eastern Region, Ministry of Corporate Affairs, Hyderabad have filed their respective reports.

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The Regional Director in his common report, dated 24.07.2014, 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 03.07.2014, and that no comments/remarks from the Income Tax Department have been received in response to the said notice.

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In his report, dated 24.07.2014, 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., 01.04.2014. The petitioner (transferor company No.1) is 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

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the Registrar of Companies for the State of Telangana and the State of 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 04^th August, 2014 DR

M/s. First League Estates Private Limited, v. -

Case brief

What is this about?

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M/s. First League Estates Private Limited, v. -

Case brief

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