Rajeswara Rao Vittanala, Member - (1.) The present Company Petition bearing CP (CAA) No. 62/230/HDB/2017 is filed by The Agricultural Development Commercial Credit and Industrial Investment Company Private Limited (herein after referred to as Transferee Company) by inter-alia, seeking directions for sanction of the Scheme of Arrangement with the Sangam Books (India) Private Limited (Transferor Company). ...
(2.) Heard Shri L.V.V. Iyer, Learned Counsel along with Shri Vivek Ganesh, Learned Counsel for the Transferee/Petitioner Company.
(3.) Brief facts, of the case, which are relevant to the issue in question, are submitted as under:- (a) Initially, the Petitioner/Transferee Company has filed Company Application No. 1604/2016 in the Hon'ble High Court for dispensing with the convening of meeting of the equity shareholders of the Petitioner Company for consideration of the proposed scheme of amalgamation of Petitioner/Transferor Company with the Agricultural Development Commercial credit and Industrial Investment Company Private Limited (Transferee Company) as detailed in the Scheme. (b) The said company Application No. 1604 of 2016 was disposed of by Hon'ble High Court vide order dated 30.11.2016 dispensing with the holding of meeting of the equity shareholders of the Applicant Company for the purpose of considering the proposed Scheme of Arrangement. After fulfilling requisite conditions for sanction of scheme in question, the present Petition is filed before this Tribunal for sanction of the scheme. (c) Details of the Petitioner/Transferee Company The Agricultural Development Commercial Credit and Industrial Investment Company Private Limited, is a private company under Section 2(68) of Companies Act, 2013, which was originally incorporated under the Companies Act, 1956 on 9th September, 1981, in Madras and subsequently changed the place of its registered office to erstwhile State of Andhra Pradesh (presently Telangana) pursuant to the order of CLB in CP.No. 122/17/SRB/83., dated 31.1.1984. Its registered office is situated at 3-6-747/1/A & 3-6-754/1, Himayat Nagar, Hyderabad Telangana-500029, India. The Capital Structure of the Petitioner Company as on 1st April, 2016 is as follows: (d) Details of the Transferor Company Sangam Books (India) Private Limited, hereinafter called the "Transferor Company", is a private company under Section 2(68) of the Companies Act, 2013 which was originally incorporated under the Companies Act, 1956 on 9th February 1981 in Madras and which subsequently changed the place of its registered office to erstwhile State of Andhra Pradesh (presently Telangana) pursuant to the order of CLB in C.P. No. 124/17/SRB/83, dated 31.1.1984. Its Registered Office is situated at 3-6-747/1/A & 3-6-754/1, Himayat Nagar, Hyderabad - 500029, Telangana. (e) The main objects of Transferee Company are as follows: 1. To carry on the business of investment in Agriculture, animal Husbandry, including cattle breeding dairy farming, poultry farming, Horticulture, Sheep breeding, Horse breeding including breeding of thoroughbred Race Horses and the like and investing in real estate or industries in rural areas and urban areas and investing in the shares of agricultural, commercial or industrial companies including the purchasing of land or building sites or plots and in general by: i. Assisting to carry on the business of Agricultural, Commercial and Industrial enterprises. ii. Assisting in the creation, expansion and modernization of agricultural, commercial and industrial enterprises within the private sector of India. iii. Encouraging and promoting the participation of Private capital, both internal and external, in such enterprises. iv. Encouraging and promoting private ownership of industrial investments. 2. To carry on the business of an Investment Company and to underwrite, sub-underwrite, to invest in and acquire and hold, sell, buy or otherwise deal in shares, debentures, stock, bonds, units, obligations and securities issued or guaranteed by Indian or Foreign Government of States, Dominions, Municipalities or Public Authorities or Body Corporates, Companies and shares, stock, debentures and debenture stocks, bonds, obligations and securities issued and guaranteed by any Company, Corporation Firm or person whether incorporated or established in India or elsewhere. 3. To acquire by purchase or otherwise and to hold, sell and deal in shares or partnership interest in any firm or company or body corporate or firms incorporated in India or in any other country.;