Allowed

M/s. Shah Ways Private Limited v. -

Telangana HC8 Dec 2014CP/195/2014

Case brief

AI extract

What is this about?

This court sanctioned the proposed scheme of amalgamation between M/s. Puravi Transports Private Limited (transferor) and M/s. Shah Ways Private Limited (transferee). Following positive reports from the Official Liquidator and Regional Director requiring no objections and ensuring regular filings, the court dismissed the transferor company into the transferee without winding up.

What did the court decide?

The scheme of amalgamation was approved and sanctioned with effect from 01.04.2013; the transferor company shall dissolve and merge with the transferee.

M/s. Shah Ways Private Limited Vs - — Company and Corporate | Telangana HC (2014)

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HON’BLE SRI JUSTICE A.RAJASHEKER REDDY COMPANY PETITION Nos.194 and 195 of 2014

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COMMON ORDER:

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Company Petition No.194 of 2014 is filed by M/s. Puravi Transports Private Limited (Transferor Company) and CP.No.195 of 2014 is filed by M/s. Shah Ways Private Limited (Transferee Company), for confirmation of this Court to the proposed scheme of amalgamation of transferor company with the transferee company.

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In CP.No.194 of 2014, the transferor company has pleaded that it was incorporated on 27.08.2012, that its authorized share capital is Rs.3,00,00,000/- divided into 30,00,000/- equity shares of Rs.10/- each and that the subscribed and paid-up capital is Rs.3,00,00,000/- divided into 30,00,000/- equity shares of Rs.10/each. That its main objects are to carry on business of road transport, lorry operators etc. That its Board of Directors in the meeting held on 01.04.2014 has approved the proposed scheme of amalgamation by fixing 01.04.2013 as the appointed date. It is further pleaded that it has 23 shareholders and that this Court vide order dated 11.08.2014 in CA.No.979 of 2014 has dispensed with their requirement of convening the meeting as they have submitted their consent for the proposed scheme of amalgamation by way of notarized affidavits.

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In CP.No.195, the transferee company pleaded that it was incorporated on 27.08.2012 and that its authorized share capital is Rs.3,00,00,000/- divided into 30,00,000/- equity shares of Rs.10/each and that the subscribed and paid-up capital is Rs.3,00,00,000/divided into 30,00,000/- equity shares of Rs.10/- each. That its main objects are to carry on business of road transport, lorry operators etc. That its Board of Directors in the meeting held on 01.04.2014 has approved the proposed scheme of amalgamation by fixing 01.04.2013 as the appointed date. It is further pleaded that it has 12

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shareholders and that this Court vide order dated 11.08.2014 in CA.No.980 of 2014 has dispensed with their requirement of convening the meeting as they have submitted their consent for the proposed scheme of amalgamation by way of notarized affidavits.

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In both these petitions, this Court vide order dt 15.09.2014 directed the petitioners to issue notice to the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad, and notice is ordered to Official Liquidator in C.P.No.194 of 2014 besides publication of notices in Business Standard (English) and Andhra Bhoomi (Telugu) having circulation in the entire State of Andhra Pradesh.

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Learned counsel for the petitioners has filed copies of proof of publication in the newspapers and stated that he has not received any claims or objections to the proposed scheme of amalgamation. In pursuance of the notices issued, the Regional Director, South East Region, Ministry of Corporate Affairs and the Official Liquidator have filed their respective reports.

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The learned counsel for the Official Liquidator filed Official Liquidator’s report and submitted that the Official Liquidator has no objection for approving the scheme of amalgamation. Further, learned counsel for Central Government also submitted that the Regional Director has also stated that both the transferor and transferee companies involved in the scheme of amalgamation are regular in filing statutory returns and no complaints, no investigations, no inspections are pending against both the companies and stated no objection for the proposed scheme of amalgamation.

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It is stated that by amalgamating the Transferor Company with the Transferee Company, there will be synergy of operations for both the transferor company and the transferee company and it will give

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more thrust and integrate their business facilities and infrastructure under one single unit. Further there will be a reduction in administrative cost and overheads and redundancies would be eliminated. Further the proposed amalgamation would also bring in cost savings, in the marketing, selling and distribution expenses of the transferee company. There will be financial edge, which would enable it to withstand the competition and also strengthen in pooling the resources. The proposed scheme of amalgamation would also ultimately contribute to the future business and profitability of the amalgamated company.

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In view of the above facts and circumstances, I do not think that there is any legal hurdle for objecting the scheme of amalgamation. Accordingly, the scheme of amalgamation is sanctioned with effect from appointed dated i.e., 01.04.2013. The petitioner/Transferor Company shall stand dissolved and merge with the Transferee Company without going through the process of winding up. The petitioner in CP.No.195 of 2014 (Transferee Company) within thirty (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 for the State of Telangana and the State of Andhra Pradesh at Hyderabad and take all other consequential steps in pursuance of the approval of the scheme of amalgamation.

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Accordingly, Company Petitions are allowed.

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The petitioner in Company Petition No.194 shall pay fee of a sum of Rs.5,000/- to the learned Assistant Solicitor General appearing for Regional Director and Sri M.Anil Kumar, learned counsel for Official Liquidator each and the petitioner in Company Petition No.195 is to pay Rs.5,000/- to the learned Assistant Solicitor General towards fee.

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____________________________

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A.RAJASHEKER REDDY, J

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08.12.2014 dv

M/s. Shah Ways Private Limited v. -

Case brief

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M/s. Shah Ways Private Limited v. -

Case brief

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