Allowed

Balaji Hatcheries Private Limited v. -

Telangana HC14 Sept 2015CP/247/2015

Case brief

AI extract

What is this about?

Court sanctioning amalgamation scheme of four poultry hatchery companies (transferors) with Sribalaji Hatcheries (transferee). Based on Reports of Regional Director and Official Liquidator confirming no prejudice to interests, scheme approved with effect from 01.04.2014.

What did the court decide?

Scheme of amalgamation sanctioned with effect from 01.04.2014. Petitioners directed to deliver certified copy to ROC within 30 days.

Balaji Hatcheries Private Limited Vs - — Company and Corporate | Telangana HC (2015)

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HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY COMPANY PETITION Nos.245, 246, 247 & 248 of 2015

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Date:14.09.2015

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COMPANY PETITION No.245 of 2015

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Between: M/s V.S.N.Hatcheries Private Limited, Chittoor, reptd by its Managing DirectorV.Sundar Naidu

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……Petitioner/

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Transferor Company No.1

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COMPANY PETITION No.246 of 2015

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Between: M/s Balaji Livestock and Poultry Breeders Private Limited, Chittoor, reptd by its Managing DirectorV.Sundar Naidu

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……Petitioner/ Transferor Company No.2

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COMPANY PETITION No.247 of 2015

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Balaji Hatcheries Private Limited, Chittoor, reptd by its Managing Director-V.Sundar Naidu

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..... Petitioner/

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Transferor Company No.3

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AND

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COMPANY PETITION No.248 of 2015

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..... Petitioner

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Between:

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Sribalaji Hatcheries Private Limited, Chittoor, reptd by its Managing

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Director-V.Sundar Naidu

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Transferee Company

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Counsel for the petitioners: Sri Dhulipalla V.A.S.Ravi Prasad The Court made the following:

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COMMON ORDER:

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Company Petition No.245 of 2015 is filed by M/s V.S.N.Hatcheris Private Limited (transferor Company No.1), Company Petition No.246 of 2015 is filed by M/s Balaji Livestock and Poultry Breeders Private Limited (Transferor Company No.2), Company Petition No.247 of 2015 is filed by M/s Balaji Hatcheries Private Limited (Transferor Company No.3) and Company Petition No.248 of 2015 is filed by M/s Sribalaji Hatcheries Private Limited (transferee Company). These Company Petitions have been filed under Sections 391 and 394 of the Companies Act, 1956 (for short ‘the Act’) for sanction of the proposed scheme of amalgamation of transferor Company Nos.1 to 3 with the transferee company.

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In Company Petition No.245 of 2015, the petitioner averred that it was incorporated under the Companies Act, 1956 (for short ‘the Act’) on 03.12.1987 with its registered office at Reddigunta, Chittoor; that its authorized share capital is Rs.12,25,00,000/divided into 12,25,000 equity shares of the value of Rs.100/- each; that its issued, subscribed and paid up capital is Rs.6,47,43,000/divided into 6,47,430 equity shares of the value of Rs.10/- each; that its main objects, as set out in the Memorandum of Association, are to carry on the business of hatching eggs and raising chicks for the purpose of promoting poultry industry, etc; that its Board of Directors, vide its resolution, dated 06.12.2014, (filed as Annexure-A14) resolved to amalgamate the petitioner along with transferor Company Nos.2 and 3 with the transferee company with effect from the appointed date i.e., 01.4.2014.

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In para-22 of the affidavit, the petitioner has extracted the relevant portion of the scheme, pertaining to the benefits the proposed amalgamation derives, which reads as under:

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“The amalgamation of the transferor companies with the transferee company would enable the amalgamated company to carry on the combined business more economically and efficiently. The amalgamated company will have the benefit of the combined reserves, assets and cash flows of both the companies and tax benefits. This would result in improved capital structure, which would enable the amalgamated company to raise the required finances on better terms and will afford access to resources easily and also, at lower cost. A larger company will then generate more confidence in the general public and will mean enhanced financial growth for the amalgamated company and will thereby, benefit the shareholders and creditors. The amalgamation will further enable the merged entity to pool their financial, managerial and technical resources in order to meet the challenges of the new liberalised policies of the Government. In particular, it will help in expeditious and economical implementation of the modernization and expansion projects of the amalgamated company as, the magnitude of the investments contemplated will be better met by the companies merged together. The amalgamation would also be conducive to avoidance of duplication and reduction in administration and other overhead expenses. It would result in greater control and administrative convenience, pooling of marketing, technical expertise, economies of procurement and marketing facilities, which would result in better growth prospects for the companies. The amalgamation would result in synergy in operations and optimum utilization of resources and facilities. It would also result in more efficient utilization of manpower and other resources while reducing overheads and betterment in growth through combined marketing. More importantly, both the transferee and transferor companies are closely held family companies but managed by their respective independent board of directions. In addition, the activities and the businesses of the companies are common as such, the amalgamation is intended to overcome administrative inconveniences, reduce overheads and consolidate the business for better margins and volumes. The amalgamation would therefore be in the best interest of the companies and their respective shareholders and creditors.”

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The petitioner further averred that the transferee company shall allot 50 equity shares of Rs.10/- each to its members for every 100 equity shares of Rs.100/- held by them.

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The petitioner further averred it has three share holders, viz., Sri V.Sundar Naidu, Smt V.Sujeevana and Smt P.Neeraja and all of them have submitted their No Objection affidavits (filed as Annexures-A20 to 22); that it has two secured creditors, viz., Indian Bank and Union Bank of India and the amount due to them as at 31.3.2014 was Rs.9,76,68,537/- and both the secured creditors have given their No objection letters to the proposed scheme of amalgamation (filed as Annexures-A24 and 25); that it has 102 unsecured creditors who include pure money unsecured creditors, trade, business and other creditors to whom, total amount due as on the cut-off date, i.e., 31.3.2015, is Rs.11,62,98,367/-; and that all the pure money unsecured creditors and trade creditors have submitted their No objection/consent letters for the proposed scheme of amalgamation {filed as Annexures-A27(1) to A27(102)}.

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The petitioner further averred that it has filed Company Application No.1149 of 2015 for dispensing with the requirement of holding the meetings of its equity shareholders, secured and secured creditors and that this Court by order, dated 28.7.2015 allowed the said Company Application.

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In Company Petition No.246 of 2015, the petitioner averred that it was incorporated under the Act on 12.7.1991 with its registered office at Reddigunta, Chittoor; that its authorized share capital is Rs.60 lakhs divided into 60,000 equity shares of the value of Rs.100/- each; that its issued, subscribed and paid up capital is Rs.1,02,000/- divided into 1,020 equity shares of the value of Rs.100/- each; that its main objects, as set out in the Memorandum of Association, are to carry on the business of hatching eggs and raising chicks for the purpose of promoting poultry industry and exporters and importers of eggs and chicks, etc; that its Board of Directors vide its resolution, dated 06.12.2014, (filed as Annexure-A15) resolved to amalgamate the petitioner along with transferor Company Nos.1 and 3 with the transferee company with effect from 01.4.2014.

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The petitioner further averred that the transferee company shall allot 3,360 equity shares of Rs.10/- each to its members for every 100 equity shares of Rs.100/- held by them.

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The petitioner further averred it has two share holders, viz.,

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Sri V.Sundar Naidu and Smt V.Sujeevana and both of them have submitted their No Objection affidavits (filed as Annexures-A20 to A21); that it has no secured and unsecured creditors; that it has a trade creditor in the nature of the unsecured creditor, who is no other than the transferee company, with the amount due of Rs.5,65,164/- as on the cut-off date, i.e., 31.3.2015; and that its has submitted its No objection/consent letter for the proposed scheme of amalgamation (Annexure-A22).

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The petitioner further averred that it has filed Company Application No.1150 of 2015 for dispensing with the requirement of holding the meetings of its equity shareholders and unsecured creditors and that this Court by order, dated 28.7.2015 allowed the said Company Application.

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In Company Petition No.247 of 2015, the petitioner averred that it was incorporated under the Act on 24.01.1985 with its registered office at Reddigunta, Chittoor; that its authorized share capital is Rs.50 lakhs divided into 50,000 equity shares of the value of Rs.100/- each; that its issued, subscribed and paid up capital is Rs.1,02,000/- divided into 1,020 equity shares of the value of Rs.100/- each; that its main objects, as set out in the Memorandum of Association, are to carry on the business of hatching eggs and raising chicks for the purpose of promoting poultry industry; that its Board of Directors vide its resolution, dated 06.12.2014, (filed as Annexure-A16) resolved to amalgamate the petitioner along with transferor Company Nos.1 and 2 with the transferee company with effect from 01.4.2014.

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The petitioner further averred that the transferee company shall allot 4,180 equity shares of Rs.10/- each to its members for every 100 equity shares of Rs.100/- held by them.

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The petitioner further averred it has four share holders, viz., Sri V.Sundar Naidu, Smt V.Sujeevana, Smt P.Neeraja and Ch.Sailaja and all of them have submitted their No Objection affidavits (filed as Annexures-A20 to A23); that it has no secured and unsecured creditors.

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The petitioner further averred that it has filed Company Application No.1151 of 2015 for dispensing with the requirement of holding the meetings of its equity shareholders and that this Court by order, dated 28.7.2015 allowed the said Company Application.

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In Company Petition No.248 of 2015, the petitioner averred that it was incorporated under the Act on 01.4.2013 with its registered office at Reddigunta, Chittoor; that its authorized share capital is Rs.40 lakhs divided into 40,000 equity shares of the value

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of Rs.10/- each; that its issued, subscribed and paid up capital is Rs.25 lakhs divided into 2,50,000 equity shares of the value of Rs.10/- each; that its main objects, as set out in the Memorandum of Association, are to carry on the business of hatching eggs and raising chicks for the purpose of promoting poultry industry and exporters and importers of eggs and chicks, etc; that its Board of Directors vide its resolution, dated 06.12.2014, (filed as AnnexureA13) resolved to amalgamate transferor Company Nos.1 to 3 with it with effect from 01.4.2014.

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The petitioner further averred it has nine share holders, and all of them have submitted their No Objection affidavits (filed as Annexures-A20 to A28); that it has lone secured creditor, viz., Indian Bank and it has submitted its No objection letter (filed as Anexure-A29); that it has no money unsecured creditors, but, it has 60 creditors, who include trade, business and other creditors to whom total amount due as on cut-off date is Rs.3,87,12,089/and irrespective of their classification and category, all of them have submitted No Objection/consent letters to the proposed scheme of amalgamation {filed as Annexure-A-31(1) to (60)}.

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The petitioner further averred that it shall allot the equity shares to the members of transferor Company Nos.1 to 3 as referred to above.

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The petitioner further averred that it has filed Company Application No.1152 of 2015 for dispensing with the requirement of holding the meetings of its equity shareholders, secured and secured creditors and that this Court by order, dated 28.7.2015 allowed the said Company Application.

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This Court by separate orders, dated 17.8.2015, in Company Petition Nos.245 to 247 of 2015 ordered notices of these Company Petitions to the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad and the Official Liquidator attached to this Court, and in Company Petition No.248 of 2015, ordered notice of the said Company Petition only to the Regional Director. Advertisement was also ordered to be published in two newspapers, viz., ‘The New Indian Express (English daily), and ‘Eenadu’ (Telugu daily) both of Tirupati editions having circulation in Chittoor District.

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In pursuance of the said orders, the petitioners carried out publication in the newspapers and filed proof of such publications through four separate memos, dated 08.9.2015, vide USR.Nos.4389 to 4392, respectively and no objections are stated

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to have been received.

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In response to the notices, the Official Liquidator and the Regional Director have submitted their respective reports.

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In his separate reports, the Official Liquidator has stated that basing on the information made available to him by the respective petitioners, he is of the opinion that the affairs of the transferor and the transferee companies involved in the proposed scheme of amalgamation are not conducted in a manner prejudicial to the interests of its members or to the public interest.

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In his common report, dated 11.09.2015, the Regional Director has inter alia 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 26.08.2015; that no comments/objections from the Income Tax Department have been received in response to the said notice; and that the transferor and transferee companies are regular in filing the statutory returns and that no inspection or investigation is pending against both the companies.

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Having regard to the reports of the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad and the 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 general 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 petitioners 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 for the State of Telangana and 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 Petitions are, accordingly, allowed.

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JUSTICE C.V.NAGARJUNA REDDY

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14^th September, 2015

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Balaji Hatcheries Private Limited v. -

Case brief

What is this about?

What did the court decide?

Balaji Hatcheries Private Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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Statutes considered

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