Rajeswara Rao Vittanala, Member - (1.) The present Company Petition bearing CP No. 297 of 2016(CP (TCAA) No. 22/HDB/2017) is filed by M/s. Satya Prakash Hotels Private Limited, under Sections 391 and 394 of the Companies Act, 1956 by inter-alia seeking to sanction the scheme of Amalgamation M/s. Satya Prakash Hotels Private Limited with M/s. Sri Brunda Infrastructure Private Limited as consented by the shareholders of the Petitioner Company/Transferor Company; to dissolve it without going through process of winding up etc.
(2.) The case was initially filed before the Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and State of Andhra Pradesh. Subsequently, in pursuant to the notification of Companies (Removal of Difficulties) Fourth Order, 2016 and Companies (Transfer of Pending Proceedings) Rules, 2016 by issued the Ministry of Corporate Affairs, New Delhi, published in the Gazette of India, dated 07.12.2016, which came into force with effect from 15.12.2016, the Hon'ble High Court transfer the case to this Bench, vide proceedings dated 24.01.2017. So the case was, accordingly listed before this Bench on various dates viz.: 01.02.2017, 16.02.2017, 03.03.2017, 22.03.2017, 12.04.2017, 27.04.2017, 14.06.2017, 27.06.2017, 04.07.2017, 05.07.2017, 25.07.2017 & 28.07.2017. It has been adjourned at the requests of parties on one ground or the other.
(3.) The brief facts, as stated in the Company Petition, which are relevant to the issue in question, are as follows: a) M/s. Satya Prakash Hotels Private Limited (hereinafter referred to as "SPHPL"/Petitioner/Transferor Company) was incorporated as a Private Limited Company, in the then State of Andhra Pradesh, on 23rd March, 2001 under Certificate of Incorporation No. 01-36463 of 2000-2001. Its share capital is Rs. 15,00,00,000/- divided into 1,50,00,000 equity shares of Rs. 10/- each and out of that an amount of Rs. 8,80,00,000/- consisting 8,80,000 equity shares of Rs. 10/- each subscribed & fully paid-up. b) The main objects of the "SPHPL"/Transferor Company, in brief, are to Purchase or otherwise acquire any land, building or premises and to develop, improve, alter, demolish or let out for the purpose of carrying on the business of hotel, restaurant, coffee, lodging house; to carry out on business of wine, spirit and liquor, mineral and aerated waters and other drinks whether intoxicating or not etc.;