Saffron Properties Private Limited vs Nil

Anand Byrareddy, J.—These petitions are considered and disposed of together having regard to the fact that the first of these petitions is filed by the Transferor Company and the second of these petitions is filed by the Transferee company. These petitions have been filed seeking sanction of a scheme of amalgamation of the first of these companies, namely Saffron Properties Private Limited (for short ''the Transferor company''), with Goldman Sachs Services Private Limited (for short ''the Transferee company'', whereby it is envisaged that the amalgamation of the Transferor company with the Transferee company is accomplished without winding up, on terms and conditions more fully stated in the scheme. The Transferor company was incorporated on 7.5.2008 under the name and style of Saffron Properties Private Limited in the State of Karnataka, having its registered office at Bangalore. The Transferor company is engaged in the business of building, construction, development of properties, etc., apart from engineering, consultation and interior decoration in India and abroad.

The authorised share capital of the Transferor company is 10,00,000 equity shares of Rs. 10/- and the issued, subscribed and paid-up share capital is 1,10,000 equity shares of Rs. 10/- each fully paid up. The Board of Directors of the Transferor company, have passed a resolution on 14.12.2012 approving and adopting a scheme of amalgamation of the Transferor company with the Transferee company.

The Transferee company was incorporated on 19092003 in the name and style of GS Services Private Limited in Karnataka and subsequently name changed to Goldman Sachs Services Private Limited having its office at Bangalore. The Transferee company is also engaged in the business of development, designing, planning, execution, etc., and in the entire range of Information Technology enabled services apart from other trades such as Banking, fund management and project management.

The Board of Directors of the Transferee company have, by a resolution dated 14.12.2012 approved and adopted the scheme of amalgamation of the Transferor company with the Transferee company. This Court, by its order dated 09.4.2013, in Company Application No. 368/2013, had waived the meetings of the equity shareholders and unsecured creditors of the petitioner -transferor company. There are no litigations pending against the Transferor company and it is stated that the scheme does not violate or override or circumscribe any provisions of the Companies Act, 1956 (hereinafter referred to as ''the Act'', for brevity), the Rules and Regulations and guidelines made under the Act.

The Registrar of Companies has also filed an affidavit on behalf of the Regional Director, Southern Region, Hyderabad to state that there is no objection to the scheme of amalgamation.

The Official Liquidator in turn has verified from the books of accounts of the Transferor and Transferee companies that the business has been carried on in accordance with law and that there are no irregularities. Further, the Official Liquidator has no objection to the scheme of "amalgamation being sanctioned. Therefore, the petitions are allowed. The scheme of amalgamation between the Transferor company and the Transferee company and their respective shareholders and unsecured creditors shall be binding on the Transferee company, its equity shareholders, 2% cumulative redeemable and non-convertible preference shareholders and unsecured creditors and all persons. The Transferor company shall be dissolved without an order of winding up. Decree shall be drawn up to terms of the same and the petitioner shall file a copy of this order before the Registrar of Companies within 30 days from the date of receipt of this order.