Rajeswara Rao Vittanala, Member - (1.) The present Company petition bearing C.P. No. 242 of 2016 (CP(TCAA) No. 21/HDB/2017) is filed by Adventures International Private Ltd., before the Hon'ble High court of Judicature at Hyderabad for the state of Telangana & the State of Andhra Pradesh under Sections 391 and 394 of the Companies Act, 1956 read with Rules, 79, 80, 81 and 9 of the Companies (Court) Rules, 1959, by seeking the following reliefs: i) Sanction the scheme of amalgamation as per ANNEXURE-N enclosed here to either with any modification or modifications as this Hon'ble Court may decide or without any modification, as to be binding on all the shareholders and creditors of the petitioner company and on the petitioner company. ii) Order that the Transferor Companies shall be dissolved without going through the process of winding up, upon sanction of the Scheme of amalgamation of the transferor companies with the transferee company. iii) Order that the petitioner company shall file a certified copy of the order on this petition with the Registrar of Companies, Ministry of Corporate Affairs; Hyderabad within 30 days or such time as this Hon'ble Court may deem fit and fix. iv) Order that the records of the Transferor Companies shall be merged with the records of transferee company in the database maintained by Registrar of Companies including Authorised Capital, Charges registered against the Secured Loans availed by the transferor companies without any further application for such master data correction if any upon the register of Form No. INC28 by the Registrar of Companies.
(2.) The Company petition is transferred to this Tribunal by the Hon'ble High court, on 27-01-2017 pursuant to the Companies (Transfer of Pending Proceedings) Rules, 2016 issued vide Notification dated 07-12-2016, conferring jurisdiction on this Bench to decide this issue in the present case. Hence, we have taken the case on the records of this Bench and heard it on various dates viz., 31-01-2017, 15-02-2017, 01-03-2017, 15-03-2017, 22-03-2017 and 03-04-2017.
(3.) Brief contentions, which are stated in the Company petition and are relevant to resolve the issue involved in this present case are as under: i. The object of the petition is to obtain sanction of this Hon'ble Court to a proposed scheme of amalgamation of A.K. ENTERTAINMENTS (INDIA) PRIVATE LIMITED (Transferor Company No. 1), ADVANSOFT INTERNATIONAL LIMITED (Transferor Company No. 2) and OPPORTUNITY MEDIA PRIVATE LIMITED (Transferor Company No. 3) with ADVENTURES INTERNATIONAL PRIVATE LIMITED (Transferee Company) pursuant to Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 w.e.f. 1st April 2015. ii. M/s. Adventures International Private Limited (herein after referred to as the Transferee Company) was registered as Partnership Firm on 16th November 2004 under the name and style of "ADVENTUTES" with the Registrar of Firms, Hyderabad. The Firm has been converted as Private Limited Company as per the provisions of Chapter IX of the Companies Act, 1956 vide Fresh Certificate of Incorporation No. 01-070337 (CIN: U72200TG2010PTC070337) under the name and style "Adventures International Private Limited" issued by the Registrar of Companies, Hyderabad on 07-09-2010 (Seventh Day of September Two Thousand and Ten). The Registered Office of the Transferee Company is situated at 8-2-293/82/F/C/30, Road No. 8, Film Nagar, Jubilee Hills, Hyderabad - 500096, Telangana. iii. The main objects of the Transferee Company, in brief, as set out in its Memorandum of Association are; to carry on the business of erstwhile firm M/s. Adventures under the name and style "M/s. Adventures International Private Limited" incorporated under part IX of the Companies Act, 1956, to carry on the business of Software Development, Multimedia Solutions, Software and Hardware Training etc., to carry on the business of Advertising Agency, Contractors, Sub-Contractors, Agents, Designers, Advertising, Publicity etc., To represent, produce, manage, conduct and represent at any Theatre or other venue or place of amusement or entertainment plays or operas, revenues, promenades, and other exhibitions. To act as property Investments advisors/consultants, conduct property shows and other allied nature as may be agreed upon by the partners from time to time etc. iv. The Present Authorised Share Capital of the Transferee Company is Rs. 2,00,00,000/- (Rupees Two Crore Only) divided into 20,00,000 (Twenty Lakhs only) Equity Shares of Rs. 10/- (Rupees Ten Only) each. The Issued, Subscribed and Paid-Up Capital is Rs. 1,85,22,340 (Rupees One Crore Eighty Five Lakhs Twenty Two Thousand Three Hundred and Forty Only) divided into 18,52,234 (Eighteen Lakh Fifty Two Thousand Two Hundred and Thirty Four only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.;