Disposed

M/s. Rising Sun Impex Pvt. Ltd., v. -

Telangana HC21 Nov 2016CP/296/2016

Case brief

AI extract

What is this about?

This is a common order disposing of two Company Petitions seeking sanction of a scheme of arrangement under Section 230(2) of the Companies Act to transfer real estate business. The High Court, considering the consent of shareholders and the positive report of the Regional Director regarding statutory compliance and employment protection, ordered both petitions.

What did the court decide?

Both Company Petitions No.295 and 296 of 2016 were ordered (sanctioned).

M/s. Rising Sun Impex Pvt. Ltd., Vs - — Insolvency and Bankruptcy | Telangana HC (2016)

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HONOURABLE SRI JUSTICE A.RAMALINGESWARA RAO COMPANY PETITION Nos.295 and 296 of 2016

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COMMON ORDER:

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The petitioner, M/s Gorlas Techno Space Limited, Hyderabad, filed Company Petition No.295 of 2016 seeking sanction of the scheme of arrangement as consented by the shareholders and unsecured creditors of its company. The company was incorporated on 09.12.2005. The registered office of the company is situated in Hyderabad, Telangana area. The authorized equity share capital of the company is Rs.5,00,000-, whereas the issued, subscribed and paid up equity share capital of the company is Rs.5,00,000/-. It wanted to transfer all the real estate business to M/s Rising Sun Impex Private Limited, the petitioner in Company Petition No.296 of 2016. For the said purpose, the Board of Directors of the company met on 13.06.2016 and passed a resolution approving the proposed Scheme of arrangement. This Court in Company Application No.1063 of 2016 dated 28.07.2016 dispensed with the meeting of the equity shareholders and unsecured creditors of the company. Consequently, the present Company Petition was filed.

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Company Petition No.296 of 2016 was filed by the Resulting Company, M/s Rising Sun Impex Private Limited, which was incorporated on 27.11.2009 and its registered office is located in Hyderabad, Telangana area. The authorized equity share capital of the company is Rs.10,00,000/-, whereas the issued, subscribed and

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paid up equity share capital of the company is Rs.2,10,000/-. The Board of Directors of the company in its meeting held on 13.06.2016 approved the Scheme of Arrangement. This Court in Company Application No.1064 of 2016 dispensed with the meeting of the equity shareholders and unsecured creditors, in view of the consent affidavits/letters, by order dated 28.07.2016.

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After admitting the above Company Petitions on 24.08.2016, this Court issued appropriate notice to the Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad, who filed his report. The required advertisement was also published on 07.09.2016 in Business Standard (English daily) and Andhra Bhoomi (Telugu daily) newspapers circulating in Hyderabad area.

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The Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad, filed a report on 29.09.2016 stating that as per Clause 10 of Part B of the Scheme of Arrangement, employment protection was given to all the staff, workmen and employees pertaining to demerged undertaking. He further stated that the Registrar of the Companies had reported that demerged company had filed the annual returns up to 31.03.2012 and balance sheet up to 31.03.2013; the Resulting Company filed its annual returns and balance sheets till the financial year ended on 31.03.2016 and no complaints/investigations and inspections are pending against both the companies. Though in the report, it is stated that the demerged company is due to file statutory returns, a Memo is

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filed now on 24.10.2016 stating that the annual returns and balance sheets of the demerged company are filed.

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In view of the same, taking into consideration the report of the Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad, and in view of the consent expressed by the equity share holders and unsecured creditors by their no objection letters and affidavits, both the Company Petitions are ordered.

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______________________________
A.RAMALINGESWARA RAO, J
21-11-2016
Gsn

M/s. Rising Sun Impex Pvt. Ltd., v. -

Case brief

What is this about?

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M/s. Rising Sun Impex Pvt. Ltd., v. -

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