The sanctioned scheme of amalgamation between the petitioner and transferee company. The court found no legally sustainable reasons to reject the proposal and ordered the petitioner's dissolution without winding up.
The proposed scheme of amalgamation is sanctioned with effect from 01.04.2013. The petitioner is to be dissolved without winding up.
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THE HON’BLE SRI JUSTICE C.V. NAGARJUNA REDDY
COMPANY PETITION No.84 of 2014
Dated: 07.07.2014
Between:
M/s. TenXLabs Technologies Private Limited, A company incorporated under the Companies Act, 1956, having its Registered Office at A-Block, New Administrative Block, IIIT Campus, Gachibowli, Hyderabad –500032.
.. Petitioner
Counsel for the Petitioner: Mr. D. Narendar Naik
For Mr. Vinod Kumar Tadakamalla
This Court made the following:
ORDER:
This company petition is filed by M/s. TenXLabs Technologies Private Limited (transferor company) for sanction of this Court to the proposed scheme of its amalgamation with M/s. TalentSprint Private Limited (transferee company).
The petitioner pleaded that it was incorporated on 15.04.2011 and that it is a wholly owned subsidiary of the transferee company. That its authorized share capital is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each and that its issued, subscribed and paid up capital is Rs.7,28,930/- divided into 72,893 equity shares of Rs.10/- each. That its main objects are to offer consultancy, advisory and all related services in all areas of information technology including computer hardware and software, data communication, telecommunications, manufacturing and process control and automation, artificial intelligence, natural language processing and to undertake research and development, promote excellence and leadership and computer science and to obtain technical know-how, literature, brochures, technical data etc. from abroad and export/disseminate them to other countries and engage in manpower recruitment for overseas requirements etc. That the transferee company is engaged in similar business and that, therefore, the scheme of amalgamation of the petitioner with the transferee company is proposed, which was approved by the Board of Directors of the petitioner, by resolutions dated 16.01.2014 and the appointed date was fixed as 01.04.2013. It has further pleaded that it has four
shareholders and that they have submitted their consent affidavits for the proposed scheme of amalgamation which were filed in Company Application No.155 of 2014, wherein this Court has dispensed with the requirement of holding their meeting vide its order dated 10.03.2014. That it has one secured creditor i.e. Corporation Bank and one unsecured creditor i.e. the transferee company and that both of them have given their consent affidavits for the proposed scheme of amalgamation which were filed in Company Application No.362 of 2014, wherein this Court has dispensed with the requirement of holding their meetings vide order dated 10.03.2014.
This Court, on 22.04.2014, ordered notice to the Regional Director, South East Region (SER), Ministry of Corporate Affairs, Hyderabad, and the Official Liquidator of this Court, besides directing the petitioner to publish notices in Business Standard (English Daily) and Andhra Bhoomi (Telugu Daily), of Hyderabad editions.
Learned counsel for the petitioner has filed copies of proof of publication in the newspapers and stated that in response to the publication, he has not received any claims or objections to the proposed scheme.
In pursuance of the notices issued, the Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad, and the Deputy Official Liquidator submitted their respective reports, wherein they have not raised any objection to the proposed scheme of amalgamation of the petitioner with the transferee company.
Considering the reports of the Regional Director, South East Region, Ministry of Corporate Affairs, and the Deputy Official Liquidator,
I do not find any legally sustainable reason for not approving the proposed scheme of amalgamation of the petitioner with the transferee company.
Accordingly, the proposed scheme of amalgamation is sanctioned with effect from the appointed date i.e. 01.04.2013. The petitioner is ordered to be dissolved without going through the process of winding up. The petitioner and the transferee company shall, within thirty days from the date of receipt of this order, cause a certified copy of the same to be delivered to the Registrar of Companies, A.P., Hyderabad, and take all other consequential actions in pursuance of the approval of the scheme of amalgamation.
The company petition is accordingly allowed.
_____________________ C.V. NAGARJUNA REDDY, J 7th July, 2014 IBL
1 issue framed by the court
Whether the proposed scheme of amalgamation between the petitioner and transferee company warrants the court's sanction.
1 provisions across 1 enactments
M/s. TenXLabs Technologies Private Limited
M/s. TalentSprint Private Limited
C.V. Nagarjuna Reddy
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
