Allowed

M/s. Keto Real Estates Private Limited v. -

Telangana HC11 Aug 2015CP/54/2015

Case brief

AI extract

What is this about?

This judgment sanctions a scheme of amalgamation of six transferor real estate companies with one transferee company under Sections 391 and 394 of the Companies Act, 1956. The court found no opposition from stakeholders and no prejudicial effects on members or the public.

What did the court decide?

The proposed scheme of amalgamation is sanctioned with effect from 01.04.2014, and the transferor companies to be dissolved. Petitions allowed.

M/s. Keto Real Estates Private Limited Vs - — Company and Corporate | Telangana HC (2015)

¶1

THE HON’BLE SRI JUSTICE C.V.NAGARJUNA REDDY COMPANY PETITIONS Nos.53, 54, 55, 56, 57, 58 and 59 of 2015

¶2

11.08.2015

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C.P.No.53 of 2015:

¶4

M/s.Cytosine Real Estates Private Limited, Hyderabad

¶5

…Petitioner /Transferor Company No.1

¶6

C.P.No.54 of 2015:

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M/s. Keto Real Estates Private Limited, Hyderabad

¶8

…Petitioner /Transferor Company No.2

¶9

C.P.No.55 of 2015:

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M/s. Proline Real Estates Private Limited, Hyderabad

¶11

…Petitioner /Transferor Company No.3

¶12

C.P.No.56 of 2015:

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M/s. RNA Real Estates Private Limited, Hyderabad

¶14

…Petitioner /Transferor Company No.4

¶15

C.P.No.57 of 2015:

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M/s. Thymine Real Estates Private Limited, Hyderabad

¶17

…Petitioner /Transferor Company No.5

¶18

C.P.No.58 of 2015:

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M/s. Tyrosine Real Estates Private Limited, Hyderabad

¶20

…Petitioner /Transferor Company No.6

¶21

C.P.No.59 of 2015:

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M/s.Omez Real Estates Private Limited, Hyderabad

¶23

…Petitioner /Transferee Company

¶24

Counsel for the petitioners: Mr.V.S.Raju Counsel for the Official Liquidator: Mr.J.Srinath Reddy for Mr.M.Anil Kumar The Court made the following:

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COMMON ORDER:

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C.P.No.53 of 2015 is filed by M/s.Cytosine Real Estates Private Limited, Hyderabad, (transferor company No.1), C.P.No.54 of 2015 is filed by M/s.Keto Real Estates Private Limited, Hyderabad, (transferor company No.2), C.P.No.55 of 2015 is filed by M/s.Proline Real Estates Private Limited, Hyderabad (transferor company No.3), C.P.No.56 of 2015 is filed by M/s.RNA Real Estates Private Limited, Hyderabad (transferor company No.4), C.P.No.57 of 2015 is filed by M/s.Thymine Real Estates Private Limited, Hyderabad (transferor company No.5), C.P.No.58 of 2015 is filed by M/s.Tyrosine Real Estates Private Limited, Hyderabad (transferor company No.6) and C.P.No.59 of 2015 is filed by M/s.Omez Real Estates Private Limited, Hyderabad (transferee company) 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 6 with the transferee company.

¶27

In C.P.No.53 of 2015 filed by transferor company No.1, it is pleaded that it was originally incorporated as M/s.Cytosine Finance and Real Estates Private Limited on 30.04.1996 under the Act and subsequently, a fresh certificate of incorporation was issued on 16.06.1998 on change of its name as M/s.Cytosine Real Estates Private Limited; that its registered office is situated at 7-1-27, Ameerpet, Hyderabad 500 016; that its authorized share capital is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each; that its issued, subscribed and paid up capital is Rs.7,97,230/- divided into 79,723 equity shares of Rs.10/- each fully paid up; and that its main objects are to construct, erect, build, repair, remodel, demolish, develop, improve and to carry on the business of builders, developers, contractors and to turn to account any land acquired or belong to the company to construct buildings, structures, houses, apartments, townships, multi storeyed complexes, landscapes, hospitals, schools,

¶28

places of worship, highways, roads, paths, streets, side ways, sea ports, Air Ports, bridges, flyovers, subways alleys, payments, and to do other similar constructions, levelling of paving work and to build, construct and repair railways, waterways, electrical works, tunnels, canals, wharves, ports, pires, docks, water works, drainage works, light houses and erections of every kind etc.,

¶29

In C.P.No.54 of 2015 filed by transferor company No.2, it is pleaded that it was originally incorporated as M/s.Keto Finance and Real Estates Private Limited on 23.05.1996 under the Act and subsequently, a fresh certificate of incorporation was issued on 18.06.1998 on change of its name as M/s.Keto Real Estates Private Limited; that its registered office is situated at 7-1-27, Ameerpet, Hyderabad 500 016; that its authorized share capital is Rs.10,00,000/divided into 1,00,000 equity shares of Rs.10/- each; that its issued, subscribed and paid up capital is Rs.4,13,750/- divided into 41,375 equity shares of Rs.10/- each; and that its main objects are to construct, erect, build, repair, remodel, demolish, develop, improve and to carry on the business of builders, developers, contractors and to turn to account any land acquired or belong to the company to construct buildings, structures, houses, apartments, townships, multi storeyed complexes, landscapes, hospitals, schools, places of worship, highways, roads, paths, streets, side ways, sea ports, Air Ports, bridges, flyovers, subways alleys, payments, and to do other similar constructions, levelling of paving work and to build, construct and repair railways, waterways, electrical works, tunnels, canals, wharves, ports, pires, docks, water works, drainage works, light houses and erections of every kind etc.,

¶30

In C.P.No.55 of 2015 filed by transferor company No.3, it is pleaded that it was originally incorporated as M/s.Proline Finance and Real Estates Private Limited on 06.05.1996 under the Act and subsequently, a fresh certificate of incorporation was issued on

¶31

16.06.1998 on change of its name as M/s.Proline Real Estates Private Limited; that its registered office is situated at 7-1-27, Ameerpet, Hyderabad 500 016; that its authorized share capital is Rs.15,00,000/divided into 1,50,000 equity shares of Rs.10/- each; that its issued, subscribed and paid up capital is Rs.11,93,920/- divided into 1,19,392 equity shares of Rs.10/- each; and that its main objects are to construct, erect, build, repair, remodel, demolish, develop, improve and to carry on the business of builders, developers, contractors and to turn to account any land acquired or belong to the company to construct buildings, structures, houses, apartments, townships, multi storeyed complexes, landscapes, hospitals, schools, places of worship, highways, roads, paths, streets, side ways, sea ports, Air Ports, bridges, flyovers, subways alleys, payments, and to do other similar constructions, levelling of paving work and to build, construct and repair railways, waterways, electrical works, tunnels, canals, wharves, ports, pires, docks, water works, drainage works, light houses and erections of every kind etc.,

¶32

In C.P.No.56 of 2015 filed by transferor company No.4, it is pleaded that it was originally incorporated as M/s.RNA Finance and Real Estates Private Limited on 30.04.1996 under the Act and subsequently, a fresh certificate of incorporation was issued on 12.06.1998 on change of its name as M/s.RNA Real Estates Private Limited; that its registered office is situated at 7-1-27, Ameerpet, Hyderabad 500 016; that its authorized share capital is Rs.15,00,000/divided into 1,50,000 equity shares of Rs.10/- each; that its issued, subscribed and paid up capital is Rs.10,90,100/- divided into 1,09,010 equity shares of Rs.10/- each; and that its main objects are to construct, erect, build, repair, remodel, demolish, develop, improve and to carry on the business of builders, developers, contractors and to turn to account any land acquired or belong to the company to construct buildings, structures, houses, apartments, townships, multi storeyed

¶33

complexes, landscapes, hospitals, schools, places of worship, highways, roads, paths, streets, side ways, sea ports, Air Ports, bridges, flyovers, subways alleys, payments, and to do other similar constructions, levelling of paving work and to build, construct and repair railways, waterways, electrical works, tunnels, canals, wharves, ports, pires, docks, water works, drainage works, light houses and erections of every kind etc.,

¶34

In C.P.No.57 of 2015 filed by transferor company No.5, it is pleaded that it was originally incorporated as M/s.Thymine Finance and Real Estates Private Limited on 06.05.1996 under the Act and subsequently, a fresh certificate of incorporation was issued on 16.06.1998 on change of its name as M/s.Thymine Real Estates Private Limited; that its registered office is situated at 7-1-27, Ameerpet, Hyderabad 500 016; that its authorized share capital is Rs.15,00,000/- divided into 1,50,000 equity shares of Rs.10/- each; that its issued, subscribed and paid up capital is Rs.12,79,000/divided into 1,27,900 equity shares of Rs.10/- each; and that its main objects are to construct, erect, build, repair, remodel, demolish, develop, improve and to carry on the business of builders, developers, contractors and to turn to account any land acquired or belong to the company to construct buildings, structures, houses, apartments, townships, multi storeyed complexes, landscapes, hospitals, schools, places of worship, highways, roads, paths, streets, side ways, sea ports, Air Ports, bridges, flyovers, subways alleys, payments, and to do other similar constructions, levelling of paving work and to build, construct and repair railways, waterways, electrical works, tunnels, canals, wharves, ports, pires, docks, water works, drainage works, light houses and erections of every kind etc.,

¶35

In C.P.No.58 of 2015 filed by transferor company No.6, it is pleaded that it was originally incorporated as M/s.Tyrosine Finance and Real Estates Private Limited on 30.04.1996 under the Act and

¶36

subsequently, a fresh certificate of incorporation was issued on 16.06.1998 on change of its name as M/s.Tyrosine Real Estates Private Limited; that its registered office is situated at 7-1-27, Ameerpet, Hyderabad 500 016; that its authorized share capital is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each; that its issued, subscribed and paid up capital is Rs.7,93,970/- divided into 79,397 equity shares of Rs.10/- each; and that its main objects are to construct, erect, build, repair, remodel, demolish, develop, improve and to carry on the business of builders, developers, contractors and to turn to account any land acquired or belong to the company to construct buildings, structures, houses, apartments, townships, multi storeyed complexes, landscapes, hospitals, schools, places of worship, highways, roads, paths, streets, side ways, sea ports, Air Ports, bridges, flyovers, subways alleys, payments, and to do other similar constructions, levelling of paving work and to build, construct and repair railways, waterways, electrical works, tunnels, canals, wharves, ports, pires, docks, water works, drainage works, light houses and erections of every kind etc.,

¶37

In C.P.No.59 of 2015 filed by transferee company, it is pleaded that it was originally incorporated as M/s.Omez Finance and Real Estates Private Limited on 23.05.1996 under the Act and subsequently, a fresh certificate of incorporation was issued on 17.06.1998 on change of its name as M/s.Omez Real Estates Private Limited; that its registered office is situated at 7-1-27, Ameerpet, Hyderabad 500 016; that its authorized share capital is Rs.10,00,000/divided into 1,00,000 equity shares of Rs.10/- each; that its issued, subscribed and paid up capital is Rs.4,03,400/- divided into 40,340 equity shares of Rs.10/- each fully paid up; and that its main objects are to construct, erect, build, repair, remodel, demolish, develop, improve and to carry on the business of builders, developers, contractors and to turn to account any land acquired or belong to the

¶38

company to construct buildings, structures, houses, apartments, townships, multi storeyed complexes, landscapes, hospitals, schools, places of worship, highways, roads, paths, streets, side ways, sea ports, Air Ports, bridges, flyovers, subways alleys, payments, and to do other similar constructions, levelling of paving work and to build, construct and repair railways, waterways, electrical works, tunnels, canals, wharves, ports, pires, docks, water works, drainage works, light houses and erections of every kind etc.,

¶39

In all these Company Petitions, it is pleaded that all the transferor companies and the transferee company are engaged in the business of real estate activities and that in order to have synergy of operations and to reduce the overhead costs and administrative expenses, it was proposed to amalgamate all the transferor companies with the transferee company, which would ultimately contribute to the future growth of the business and profitability.

¶40

That the Boards of Directors of all the petitioners in their meetings held on 23.12.2014 resolved to approve the proposed scheme of amalgamation, vide Annexure A-7 in C.P.Nos.53, 54, 55, 56, 57 and 58 of 2015 and Annexure A-17 in C.P.No.59 of 2015, to be operative from the appointed date i.e., 01.04.2014.

¶41

As regards transferor company No.1, it has averred that it has three shareholders, who have given their consent/no objection affidavits, dated 06.01.2015, to the proposed scheme of amalgamation (vide Annexure A-6 pages 115 to 117 in C.P.No.53 of 2015). That it has no secured/unsecured creditors.

¶42

As regards transferor company No.2, it has averred that it has two shareholders, who have given their consent/no objection affidavits, dated 06.01.2015, to the proposed scheme of amalgamation (vide Annexure A-6 pages 116 and 117 in C.P.No.54 of 2015). That it has

¶43

no secured/unsecured creditors.

¶44

As regards transferor company No.3, it has averred that it has two shareholders, who have given their consent/no objection affidavits, dated 06.01.2015, to the proposed scheme of amalgamation (vide Annexure A-6 pages 116 and 117 in C.P.No.55 of 2015). That it has no secured/unsecured creditors.

¶45

As regards transferor company No.4, it has averred that it has three shareholders, who have given their consent/no objection affidavits, dated 06.01.2015, to the proposed scheme of amalgamation (vide Annexure A-6 pages 116 to 118 in C.P.No.56 of 2015). That it has no secured/unsecured creditors.

¶46

Transferor company No.5 averred that it has two shareholders, who have given their consent/no objection affidavits, dated 06.01.2015, to the proposed scheme of amalgamation (vide Annexure A-6 pages 116 and 117 in C.P.No.57 of 2015). That it has no secured/unsecured creditors.

¶47

Transferor company No.6 averred that it has three shareholders, who have given their consent/no objection affidavits, dated 06.01.2015, to the proposed scheme of amalgamation (vide Annexure A-6 pages 115 to 117 in C.P.No.58 of 2015). That it has no secured/unsecured creditors.

¶48

The transferee company averred that it has two shareholders, who have given their consent/no objection affidavits, dated 06.01.2015, to the proposed scheme of amalgamation (vide Annexure A-16 pages 271 and 272 in C.P.No.59 of 2015). That it has no secured/unsecured creditors.

¶49

This Court, by common order, dated 03.03.2015, in Company Application Nos.343, 344, 345, 346, 347, 348 and 349 of 2015

¶50

dispensed with the requirement of holding the meetings of all the equity shareholders of all the petitioners.

¶51

In C.P.Nos.53, 54, 55, 56, 57 and 58 of 2015, this Court, by separate orders, dated 24.03.2015, ordered notice to the Official Liquidator and the Regional Director, Ministry of Corporate Affairs, South Eastern Region, Hyderabad, and also ordered publication of notice in two daily news papers viz., ‘The Business Standards’ (English) and ‘Andhra Bhoomi’ (Telugu) of Hyderabad editions, having circulation in the State of Telangana. Similar order, dated 24.03.2015, was passed in C.P.No.59 of 2015 with the difference that the notice was ordered only to the Regional Director. Accordingly, publication was carried on and all the petitioners filed proof thereof through separate memos, dated 30.05.2015.

¶52

The learned counsel for the petitioners submitted that in pursuance of advertisement of notice published in newspapers, no claims/objections regarding the proposed scheme of amalgamation have been received from any quarter.

¶53

In response to the notice issued by the Court, the Official Liquidator filed separate reports, dated 10.07.2015, in all these Company Petitions, wherein, he has, inter alia, stated that the affairs of the petitioners have not been conducted in a manner prejudicial to the interests of their members or the general public.

¶54

In response to the notice issued by the Court, the Regional Director filed a common report, dated 08.07.2015, in all these Company Petitions, wherein he has, inter alia, stated that in pursuance of the general circular No.1/2014, dated 15.01.2014, issued by the Ministry of Corporate Affairs, New Delhi, requiring comments/objections from the Income Tax Deportment, letter, dated 01.06.2015, was issued to the Income Tax Department for submitting their comments/objections, if any, and that no comments/objections of

¶55

the Income Tax Department have been received. He has further stated that the petitioners are regular in filing the statutory returns and that there is no inspection or investigation involving the proposed scheme of amalgamation pending against them.

¶56

Having regard to the reports of the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad and the Official Liquidator; the consent/no objection affidavits given by all the shareholders of all the petitioners and the submission of the learned counsel for the petitioners that no claims or objections have been received from any quarter in pursuance of publication of notice in newspapers regarding the proposed scheme of amalgamation, this Court is satisfied that the proposed scheme of amalgamation is in conformity with the provisions of the Act and that the same is not being opposed by stakeholders or general public.

¶57

Therefore, the proposed scheme of amalgamation is sanctioned with effect from the appointed date i.e., 01.04.2014. Transferor company Nos.1 to 6 shall stand to be dissolved without going through the process of winding up. 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, Telangana and Andhra Pradesh, Hyderabad and take all other consequential actions in pursuance of the approval of the proposed scheme of amalgamation.

¶58

These Company Petitions are accordingly allowed.

¶59

__________________________ (C.V.NAGARJUNA REDDY, J)

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11^th August, 2015 GHN

M/s. Keto Real Estates Private Limited v. -

Case brief

What is this about?

What did the court decide?

M/s. Keto Real Estates Private Limited v. -

Case brief

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