Venkateshwara Hatcheries Private Limited v. -

HONOURABLE SRI JUSTICE CHALLA KODANDA RAM COMPANY PETITION No.40 OF 2016 ORDER:

This petition is filed under Sections 391 and 394 of the Companies Act, 1956 (for short, "the Act"), seeking approval of the scheme of amalgamation as consented by the shareholders of the petitioner /Transferee Company.

The petitioner/transferee company was incorporated on 15.07.1971. The authorised share capital of the company is Rs.13,75,00,000/- divided into 37,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up capital of the transferee company is Rs.2,72,35,530/- divided into 27,23,553 equity shares of Rs.10/- each and the entire share capital is held by the transferee company and its nominees.

The objects of the petitioner company is to establish farms for the development of poultry industry in different parts of India. To carry on the business of hatching eggs and raising chicks for the purpose of promoting the Poultry Industry in India and to acquire and take over as a going concern the business now carried on by Shri B. Vasudev Rao and Mrs. Uttaradevi Vasudev Rao, P.O., Saroornagar Village Inzapur, District Hyderabad under the name and style of 'Venkateshwara Poultry Form' with all rights, interests, goodwill, advantages, licenses and privileges and liabilities of that business and etc. Considering the fact that the meetings of the Secured Creditors and share holders were conducted on 30.12.2015 by an order dated 19.11.2015 of this Court in Comp.A.No.1778 of 2015.

The Chair Person filed her report and the her report was taken on record on 27.01.2016. On 03.02.2016, this Court, in the instant company petition, ordered notice to the Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad and the Official liquidator attached to the Company Court.

publication of notice of scheme of amalgamation in Business Standard (English) and Andhra Bhoomi (Telugu) daily newspapers of Hyderabad editions. The petitioner submits that notices on the statutory authorities were served and the advertisement was published in the newspapers on 20.02.2016. Necessary proofs as required were filed before this Court evidencing the above aspects. When the matter is taken up, the learned counsel for the petitioner has reiterated the contents in the petition. No objections were received from any quarter. There was a compliance of the convening of the share holders meeting and all other interested parties and there being no objections received from any quarter and the petitioner has satisfied the required parameters as noticed by the Supreme Court in MIHEER H.MAFATLAL V. MAFATLAL INDUSTRIES [1] LIMITED .

Learned counsel appearing for the statutory authorities have reported no objections for the proposed scheme of amalgamation. I have considered the material available on record, the principles of law enunciated by the Apex Court in Miheer H.Mafatlal's case (1 supra) and the conclusions/ recommendations of the statutory authorities through their reports. Having regard to the above material/reports, this Court is of the opinion that the proposed scheme of amalgamation is in conformity with the provisions of the Act. The scheme does not affect the interest of stakeholders and the public or public interest and is intended to further the business interests of transferor and transferee companies for more profit and maximum utilization of available resources. Therefore, the scheme of amalgamation approved in the meeting of Board of Directors of transferee company on 12.10.2015 is sanctioned. The transferee company is directed to communicate certified copy of this order to the Registrar of Companies for the State of Telangana and the State of Andhra Pradesh,

Hyderabad within 30 days from the date of receipt of a copy of this order. He is further directed to take all consequential and statutory steps required in pursuance of the approved scheme of amalgamation and the Act.

Company Petition is ordered accordingly.

____________________________ CHALLA KODANDA RAM,J Date:29.07.2016.

Gk.

HON'BLE SRI JUSTICE CHALLA KODANDA RAM COMPANY PETITION No.40 OF 2016

Date:29.07.2016.

Gk.

[1] 1996(87) Company Cases 792,