Allowed

Trinethra Superretail Private Limited, v. -

Telangana HC16 Jul 2014CP/91/2014

Case brief

AI extract

What is this about?

The Court allowed four company petitions seeking sanction for the amalgamation of the petitioners with Aditya Birla Retail Limited. After verifying shareholder consents, board resolutions, and lack of objections from the Registrar of Companies or Ministry of Corporate Affairs (other than the requisite approval by the Bombay High Court for the transferee company), the Court sanctioned the scheme ef

What did the court decide?

The proposed scheme of amalgamation is sanctioned with effect from 01.04.2013; petitioners ordered to be dissolved without winding up.

Trinethra Superretail Private Limited, Vs - — Company and Corporate | Telangana HC (2014)

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THE HON’BLE SRI JUSTICE C.V. NAGARJUNA REDDY

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COMPANY PETITION Nos.90, 91, 92 and 93 of 2014

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Dated: 16.07.2014

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COMPANY PETITION No.90 of 2014

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H.A.S. Two Holdings Pvt. Ltd. A company incorporated under the provisions of the Companies Act, 1956, under CIN U64202AP1999PTC072731 and having its registered office situated at Survey No.685, Gundla Pochampally (village & post), Medchal Mandal, Ranga Reddy District-500 014, Andhra Pradesh.

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.. Petitioner

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COMPANY PETITION No.91 of 2014

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Trinethra Superretail Private Limited, A company incorporated under the provisions of the Act under CIN U52520AP1990PTC011172 and having its registered office situated at Survey No.685, Warehouse No.3, Gundla Pochampally (Post & Village), Medchal Mandal, Ranga Reddy District-500 014, Andhra Pradesh.

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.. Petitioner COMPANY PETITION No.92 of 2014

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Terrafirma Agroprocessing (India) Pvt. Ltd., A company incorporated under the provisions of the Companies Act, 1956, under CIN No.U15499AP2005PTC47082 and having its registered office situated at Survey No.685, Warehouse No.3, Gundla Pochampally (village & post), Medchal Mandal, Ranga Reddy District-500 014, Andhra Pradesh.

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.. Petitioner COMPANY PETITION No.93 of 2014

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FABMALL (India) Pvt. Ltd., a company incorporated under the provisions of the Companies Act, 1956, under CIN No.U18101AP2002PTC073589 and having its registered office at Survey No.685, Gundla Pochampally (village & post), Medchal Mandal, Ranga Reddy District-500 014, Andhra Pradesh.

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.. Petitioner

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Counsel for the Petitioners: Mr. A. Satya Prasanth for Mr. Srinivasa Iyengar

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This Court made the following:

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COMMON ORDER:

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C.P.No.90 of 2014 is filed by H.A.S. Two Holdings Private Limited, C.P.No.91 of 2014 is filed by Trinethra Superretail Private Limited, C.P.No.92 of 2014 is filed by Terrafirma Agroprocessing (India) Private Limited and C.P.No.93 of 2014 is filed by Fabmall (India) Private Limited, seeking sanction of this Court to the proposed scheme of their amalgamation with Aditya Birla Retail Limited (transferee company).

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The petitioner in C.P.No.90 of 2014 has pleaded that it was incorporated on 30.08.1999, that its authorised share capital is Rs.22,00,000/- divided into 1,20,000 equity shares of Rs.10/- each and 10,000 non-cumulative preference shares of Rs.100/- each and that its issued, subscribed and paid up capital is Rs.18,72,550/- divided into 1,11,255 equity shares of Rs.10/- each and 7,600 non-cumulative preference shares of Rs.100/- each. That its main objects are to pursue business opportunities in the business of internet, e-commerce, on-line software development & allied business in the form of downstream investments in India or abroad by business acquisitions, joint ventures, or other investments, or arrangements etc. That by the proposed scheme of amalgamation, the petitioner seeks to amalgamate itself with Aditya Birla Retail Limited, the registered office of which is situated in Bombay, and that the Board of Directors of the petitioner, by resolution dated 23.09.2013, has approved the proposed scheme of amalgamation, by fixing 01.04.2013 as the appointed date. The petitioner has further pleaded that all its shareholders have

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submitted their consent affidavits for the proposed scheme of amalgamation which were filed in Company Application No.403 of 2014, wherein this Court has dispensed with the requirement of holding their meeting vide its order dated 19.03.2014, and that it has no secured or unsecured creditors.

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The petitioner in C.P.No.91 of 2014 pleaded that it was incorporated on 30.03.1990, that its authorised share capital is Rs.35,00,00,000/- divided into 3,50,00,000/- equity shares of Rs.10/each and that its issued, subscribed and paid up capital is Rs.22,42,60,550/- divided into 2,24,26,055 equity shares of Rs.10/each. That its main objects are to purchase or otherwise acquire all the assets and liabilities including stock in trade, rights, interest, goodwill licenses and privileges of or connected with the business now being carried in partnership, under the name and style of “Trinethra Super Market” etc and to carry on the said business along with other business mentioned in other clauses of the Memorandum of Association etc. That its Board of Directors, by resolution dated 23.09.2013, has approved the proposed scheme of amalgamation, by fixing 01.04.2013 as the appointed date. The petitioner has further pleaded that all its shareholders, secured creditors and unsecured creditors have conveyed their consent for the proposed scheme of amalgamation, by way of letters, which were filed in Company Application No.316 of 2014, wherein this Court has dispensed with the requirement of holding their meetings vide its order dated 10.03.2014.

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It is the pleaded case of the petitioner in C.P.No.92 of 2014 that it was incorporated on 09.08.2005, that its authorized share capital is Rs.4,00,00,000/- divided into 40,00,000 equity shares of Rs.10/- each and that its issued, subscribed and paid up capital is Rs.1,00,000/divided into 10,000 equity shares of Rs.10/- each. That its main objects

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are to promote, improve, develop, administer, own and engage in the business of establishing storage, materials management, logistics facilities/ capabilities to handle, clear, grade, process, pack, carry out quality control and transport food and non-food products etc. That its Board of Directors, by resolution dated 23.09.2013, has approved the proposed scheme of amalgamation, by fixing 01.04.2013 as the appointed date. The petitioner has further pleaded that all its shareholders have submitted their consent affidavits for the proposed scheme of amalgamation which were filed in Company Application No.405 of 2014, wherein this Court has dispensed with the requirement of holding their meeting vide its order dated 19.03.2014, and that it does not have secured or unsecured creditors.

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The petitioner in C.P.No.93 of 2014 has pleaded that it was incorporated on 23.12.2002, that its authorised share capital is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each and that its issued, subscribed and paid up capital is Rs.1,00,00,000/divided into 10,00,000 equity shares of Rs.10/- each. That its main objects are to research, develop, manufacture, process, experiment, market by wholesale or retail, advertise, buy, sell, trade, import, export textile, readymade garments, yarn and fabrics; electrical and electronic products of all description etc. That its Board of Directors, by resolution dated 23.09.2013, has approved the proposed scheme of amalgamation, by fixing 01.04.2013 as the appointed date. The petitioner has further pleaded that all its shareholders have submitted their consent affidavits for the proposed scheme of amalgamation which were filed in Company Application No.404 of 2014, wherein this Court has dispensed with the requirement of holding their meeting vide its order dated 19.03.2014, and that it has no secured or unsecured creditors.

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In all these petitions, on 28.04.2014, this Court has ordered notices to the Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad, the Registrar of Companies, Ministry of Corporate Affairs, Hyderabad, and the Official Liquidator of this Court, besides directing the petitioners to publish notices in Business Standard (English Daily) and Andhra Bhoomi (Telugu Daily), of Hyderabad editions.

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Learned counsel for the petitioners 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 of amalgamation.

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In pursuance of the notices issued, the Deputy Official Liquidator and the Regional Director, South East Region, Ministry of Corporate Affairs, have filed their respective reports.

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The only aspect raised in their reports is that the scheme of amalgamation shall be subject to the approval by the Bombay High Court in respect of the transferee company, which is situated within the jurisdiction of the said High Court.

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At the hearing, learned counsel for the petitioners submitted that by order passed in CSD.No.203 of 2014, the Bombay High Court has approved the scheme of amalgamation qua the transferee company. However, as no order of the Bombay High Court has been filed, the petitioners shall place the said order before the Registrar of Companies, along with the copy of this order.

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As the Regional Director, South East Region, Ministry of Corporate Affairs, and the Deputy Official Liquidator have not raised any other objection for the proposed scheme of amalgamation, I do not

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find any legally sustainable reason for not approving the scheme of amalgamation.

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Accordingly, the proposed scheme of amalgamation is sanctioned with effect from the appointed date i.e. 01.04.2013. The petitioners are ordered to be dissolved without going through the process of winding up. The petitioners 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 for the State of Telangana and the State of Andhra Pradesh, at Hyderabad, and take all other consequential actions in pursuance of the approval of the scheme of amalgamation.

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The company petitions are accordingly allowed.

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_____________________ C.V. NAGARJUNA REDDY, J 16^th July, 2014 IBL

Trinethra Superretail Private Limited, v. -

Case brief

What is this about?

What did the court decide?

Trinethra Superretail Private Limited, v. -

Case brief

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What did the court decide?

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