Karnataka High Court
Tophill Developers Private Limited vs Nil on 4 April, 2014
Author: Anand Byrareddy
Bench: Anand Byrareddy
1
IN THE HIGH COURT OF KARNATAKA AT BANGALORE
DATED THIS THE 04TH DAY OF APRIL, 2014
BEFORE:
THE HONOURABLE MR. JUSTICE ANAND BYRAREDDY
COMPANY PETITION No.192 OF 2012
CONNECTED WITH
COMPANY PETITION Nos.193 TO 199 OF 2012
IN CO.P.No.192 / 2012
BETWEEN:
Tophill Developers Private Limited,
A Company incorporated under the
Companies Act, 1956, having its
Registered office at No.29/1 and 29/2,
H.M. Strafford, 7th Cross,
Vasanth Nagar,
Bangalore - 560 052,
Karnataka.
... PETITIONER
(By Shri. Harish Kumar M.S., Advocate)
AND:
Nil.
...RESPONDENT
(By Shri. K.S. Mahadevan, Advocate for Official Liquidator
Shri. B. Pramod, C.G.C., for Registrar of Companies )
2
This Company Petition filed under Sections 391 to 394 of
the Companies Act, 1956, praying to sanction the Scheme of
Amalgamation filed herewith and to be binding on the petitioner
company and on all the shareholders and unsecured creditors of
the petitioner company and etc;
IN CO.P.No.193 / 2012
BETWEEN:
Sumukha Estate and Properties Private Limited,
A Company incorporated under the
Companies Act, 1956, having its
Registered office at No.29/1 and 29/2,
H.M. Strafford, 7th Cross,
Vasanth Nagar,
Bangalore - 560 052,
Karnataka.
... PETITIONER
(By Shri. Harish Kumar M.S., Advocate)
AND:
Nil.
...RESPONDENT
(By Shri. K.S. Mahadevan, Advocate for Official Liquidator
Shri. B. Pramod, C.G.C., for Registrar of Companies )
This Company Petition filed under Sections 391 to 394 of
the Companies Act, 1956, praying to sanction the Scheme of
Amalgamation filed herewith and to be binding on the petitioner
company and on all the shareholders and unsecured creditors of
the petitioner company and etc;
3
IN CO.P.No.194 / 2012
BETWEEN:
Sankey Construction Private Limited,
A Company incorporated under the
Companies Act, 1956, having its
Registered office at No.29/1 and 29/2,
H.M. Strafford, 7th Cross,
Vasanth Nagar,
Bangalore - 560 052,
Karnataka.
... PETITIONER
(By Shri. Harish Kumar M.S., Advocate)
AND:
Nil.
...RESPONDENT
(By Shri. K.S. Mahadevan, Advocate for Official Liquidator
Shri. B. Pramod, C.G.C., for Registrar of Companies )
This Company Petition filed under Sections 391 to 394 of
the Companies Act, 1956, praying to sanction the Scheme of
Amalgamation filed herewith and to be binding on the petitioner
company and on all the shareholders and unsecured creditors of
the petitioner company and etc;
IN CO.P.No.195 / 2012
BETWEEN:
Jaivan Construction Private Limited,
4
A Company incorporated under the
Companies Act, 1956, having its
Registered office at No.29/1 and 29/2,
H.M. Strafford, 7th Cross,
Vasanth Nagar,
Bangalore - 560 052,
Karnataka.
... PETITIONER
(By Shri. Harish Kumar M.S., Advocate)
AND:
Nil.
...RESPONDENT
(By Shri. K.S. Mahadevan, Advocate for Official Liquidator
Shri. B. Pramod, C.G.C., for Registrar of Companies )
This Company Petition filed under Sections 391 to 394 of
the Companies Act, 1956, praying to sanction the Scheme of
Amalgamation filed herewith and to be binding on the petitioner
company and on all the shareholders and unsecured creditors of
the petitioner company and etc;
IN CO.P.No.196 / 2012
BETWEEN:
Eh-En-Pee Finance Private Limited,
A Company incorporated under the
Companies Act, 1956, having its
Registered office at No.29/1 and 29/2,
H.M. Strafford, 7th Cross,
Vasanth Nagar,
5
Bangalore - 560 052,
Karnataka.
... PETITIONER
(By Shri. Harish Kumar M.S., Advocate)
AND:
Nil.
...RESPONDENT
(By Shri. K.S. Mahadevan, Advocate for Official Liquidator
Shri. B. Pramod, C.G.C., for Registrar of Companies )
This Company Petition filed under Sections 391 to 394 of
the Companies Act, 1956, praying to sanction the Scheme of
Amalgamation filed herewith and to be binding on the petitioner
company and on all the shareholders and unsecured creditors of
the petitioner company and etc;
IN CO.P.No.197 / 2012
BETWEEN:
Bird View Developers Private Limited,
A Company incorporated under the
Companies Act, 1956, having its
Registered office at No.29/1 and 29/2,
H.M. Strafford, 7th Cross,
Vasanth Nagar,
Bangalore - 560 052,
Karnataka.
... PETITIONER
(By Shri. Harish Kumar M.S., Advocate)
6
AND:
Nil.
...RESPONDENT
(By Shri. K.S. Mahadevan, Advocate for Official Liquidator
Shri. B. Pramod, C.G.C., for Registrar of Companies )
This Company Petition filed under Sections 391 to 394 of
the Companies Act, 1956, praying to sanction the Scheme of
Amalgamation filed herewith and to be binding on the petitioner
company and on all the shareholders and unsecured creditors of
the petitioner company and etc;
IN CO.P.No.198 / 2012
BETWEEN:
Apremaya Estate Developers and
Finance Private Limited,
A Company incorporated under the
Companies Act, 1956, having its
Registered office at No.29/1 and 29/2,
H.M. Strafford, 7th Cross,
Vasanth Nagar,
Bangalore - 560 052,
Karnataka.
... PETITIONER
(By Shri. Harish Kumar M.S., Advocate)
AND:
Nil.
...RESPONDENT
7
(By Shri. K.S. Mahadevan, Advocate for Official Liquidator
Shri. B. Pramod, C.G.C., for Registrar of Companies )
*****
This Company Petition filed under Sections 391 to 394 of
the Companies Act, 1956, praying to sanction the Scheme of
Amalgamation filed herewith and to be binding on the petitioner
company and on all the shareholders and unsecured creditors of
the petitioner company and etc;
IN CO.P.No.199 / 2012
BETWEEN:
Chinmayee Estate Developers
And Finance Private Limited,
A Company incorporated under the
Companies Act, 1956, having its
Registered office at No.29/1 and 29/2,
H.M. Strafford, 7th Cross,
Vasanth Nagar,
Bangalore - 560 052,
Karnataka.
... PETITIONER
(By Shri. Harish Kumar M.S., Advocate)
AND:
Nil.
...RESPONDENT
(By Shri. K.S. Mahadevan, Advocate for Official Liquidator
Shri. B. Pramod, C.G.C., for Registrar of Companies )
8
This Company Petition filed under Sections 391 to 394 of
the Companies Act, 1956, praying to sanction the Scheme of
Amalgamation filed herewith and to be binding on the petitioner
company and on all the shareholders and unsecured creditors of
the petitioner company and etc;
These Company Petitions coming on for Orders this day,
the Court made the following: -
ORDER
These petitions are disposed of by this common order for the sake of convenience.
2. There are in all eight petitioners. Each of the petitioners have sought approval of a Scheme of amalgamation, whereby the following petitioners who are hereinafter referred to as the"
Transferor Company no.1 to 7", respectively, seek amalgamation with M/s Chinmayee Estate Developers and Finance Private Limited, hereinafter referred to as the "Transferee Company ".
1. Apremaya Estate Developers and Finance Private Limited .. Transferor Company No.1 Petitioner in Co.P.198/2012
2. Bird View Developers Private Limited .. Transferor Company No.2 9 Petitioner in Co.P.197/2012
3. Eh-En-Pee Finance Private Limited .. Transferor Company No.3 Petitioner in Co.P.196/2012
4. Jaivan Construction Private limited .. Transferor Company No.4 Petitioner in Co.P.195/2012
5. Sankey Construction Private Limited .. Transferor Company No.5 Petitioner in Co.P.194/2012
6. Sumukha Estate and Properties Private Limited ..Transferor Company No.6 Petitioner in Co.P.193/2012
7. Tophill Developers Private Limited ..Transferor Company No.7 Petitioner in Co.P.192/2012 Re. Transferor Company no.1 The petitioner was incorporated in the year 1993, under the Companies Act, 1956, in the State of Karnataka. It has its 10 registered office at No.29/1 and 29/2, H.M.Strafford, 7th Cross, Vasanth Nagar, Bangalore - 560 052.
The Share capital of the company as on 31.3.2011 is said to be as under :
The authorised share capital of the company is Rs.10,00,000/- divided into 10000 equity shares of Rs.100/- each and the issued capital is Rs.1,03,000/- divided into 1030 shares of Rs.100/- each.
The objects of the company are real estate development and housing.
The Memorandum of Association of the company permits amalgamation .
The petitioner is said to have three equity share holders. And that it has no secured creditors but has four unsecured creditors, of whom one is said to be a statutory auditor, whose fee is said to have been paid and another is a partnership firm. The other two unsecured creditors are said to be share holders and not 11 trade creditors. It is claimed that the amalgamation would not have any adverse impact on the creditors.
The Board of Directors of the petitioner are said to have passed a resolution on 15.2.2012 approving and adopting the Scheme of Amalgamation, subject to the sanction of this court.
It is stated that under the proposed scheme, the entire assets and liabilities of the Transferor Company no.1 would be taken over by the Transferee Company with effect from 1-4-2011, the "Appointed date", as a going concern.
This court by its order dated 6.9.2012 on the application filed by the petitioner in CA 955/2012, had dispensed with the meeting of the equity share holders and unsecured creditors of the petitioner. Notice of the petition has been published in daily news papers pursuant to the direction of this court, in Prajavani and DNA, dated 19-7-2013 and 20-7-2013, respectively.
Chartered Accountants appointed by this court have scrutinized the books of account of the company and have submitted their report, filed through the Official Liquidator in 12 OLR 125/2014. The Regional Director, Southern Region, Hyderabad has also submitted his report through the Registrar of Companies.
Re. Transferor Company No.2 The petitioner was incorporated in the year 1993, under the Companies Act, 1956, in the State of Karnataka. It has its registered office at No.29/1 and 29/2, H.M.Strafford, 7th Cross, Vasanth Nagar, Bangalore - 560 052.
The Share capital of the company as on 31.3.2011 is said to be as under :
The authorised share capital of the company was Rs.5,00,000/- divided into 50000 equity shares of Rs.10/- each and the issued capital is Rs.1,02,000/- divided into 10200 shares of Rs.10/- each.
The objects of the company are real estate development and housing.
The Memorandum of Association of the company permits amalgamation .13
The petitioner is said to have three equity share holders. And that it has no secured creditors but has three unsecured creditors, of whom one is said to be a statutory auditor, whose fee is said to have been paid. The other two unsecured creditors are said to be share holders and not trade creditors. It is claimed that the amalgamation would not have any adverse impact on the creditors.
The Board of Directors of the petitioner are said to have passed a resolution on 15.2.2012 approving and adopting the Scheme of Amalgamation, subject to the sanction of this court.
It is stated that under the proposed scheme, the entire assets and liabilities of the Transferor Company no.2 would be taken over by the Transferee Company with effect from 1-4-2011, the "Appointed date", as a going concern.
This court by its order dated 6.9.2012 on the application filed by the petitioner in CA 954/2012, had dispensed with the meeting of the equity share holders and unsecured creditors of the petitioner. Notice of the petition has been published in daily news 14 papers pursuant to the direction of this court, in Prajavani and DNA, dated 19.7.2013 and 20.7.2013, respectively.
Chartered Accountants appointed by this court have scrutinized the books of account of the company and have submitted their report, filed through the Official Liquidator in OLR 124/2014. The Regional Director, Southern Region, Hyderabad has also submitted his report through the Registrar of Companies.
Re. Transferor Company no.3 The petitioner was incorporated in the year 1993, under the Companies Act, 1956, in the State of Karnataka. It has its registered office at No.29/1 and 29/2, H.M.Strafford, 7th Cross, Vasanth Nagar, Bangalore - 560 052.
The Share capital of the company as on 31.3.2011 is said to be as under :
The authorised share capital of the company was Rs.5,00,000/- divided into 50000 equity shares of Rs.10/- each 15 and the issued capital is Rs.1,00,200/- divided into 10200 shares of Rs.10/- each.
The objects of the company are real estate development and housing.
The Memorandum of Association of the company permits amalgamation .
The petitioner is said to have three equity share holders. And that it has no secured creditors but has two unsecured creditors, of whom one is said to be a statutory auditor, whose fee is said to have been paid. The other unsecured creditor is said to be a share holder and not a trade creditor. It is claimed that the amalgamation would not have any adverse impact on the creditors.
The Board of Directors of the petitioner are said to have passed a resolution on 15.2.2012 approving and adopting the Scheme of Amalgamation, subject to the sanction of this court.
It is stated that under the proposed scheme, the entire assets and liabilities of the Transferor Company no.3 would be taken 16 over by the Transferee Company with effect from 1-4-2011, the "Appointed date", as a going concern.
This court by its order dated 6.9.2012 on the application filed by the petitioner in CA 953/2012, had dispensed with the meeting of the equity share holders and unsecured creditors of the petitioner. Notice of the petition has been published in daily news papers pursuant to the direction of this court, in Prajavani and DNA, dated 19.7.2013 and 20.7.2013, respectively.
Chartered Accountants appointed by this court have scrutinized the books of account of the company and have submitted their report, filed through the Official Liquidator in OLR 123/2014. The Regional Director, Southern Region, Hyderabad has also submitted his report through the Registrar of Companies.
Re. Transferor Company No.4 The petitioner was incorporated in the year 1993, under the Companies Act, 1956, in the State of Karnataka. It has its 17 registered office at No.29/1 and 29/2, H.M.Strafford, 7th Cross, Vasanth Nagar, Bangalore - 560 052.
The Share capital of the company as on 31.3.2011 is said to be as under :
The authorised share capital of the company was Rs.5,00,000/- divided into 50000 equity shares of Rs.10/- each and the issued capital is Rs.1,02,000/- divided into 10200 shares of Rs.10/- each.
The objects of the company are real estate development and housing.
The Memorandum of Association of the company permits amalgamation.
The petitioner is said to have three equity share holders. And that it has no secured creditors but has two unsecured creditors, of whom one is said to be a statutory auditor, whose fee is said to have been paid. The other unsecured creditor is said to be a share holder and not a trade creditor. It is claimed that the 18 amalgamation would not have any adverse impact on the creditors.
The Board of Directors of the petitioner are said to have passed a resolution on 15.2.2012 approving and adopting the Scheme of Amalgamation, subject to the sanction of this court.
It is stated that under the proposed scheme, the entire assets and liabilities of the Transferor Company no.4 would be taken over by the Transferee Company with effect from 1-4-2011, the "Appointed date", as a going concern.
This court by its order dated 6.9.2012 on the application filed by the petitioner in CA 952/2012, had dispensed with the meeting of the equity share holders and unsecured creditors of the petitioner. Notice of the petition has been published in daily news papers pursuant to the direction of this court, in Prajavani and DNA, dated 19.7.2013 and 20.7.2013, respectively.
Chartered Accountants appointed by this court have scrutinized the books of account of the company and have submitted their report, filed through the Official Liquidator in 19 OLR 122/2014. The Regional Director, Southern Region, Hyderabad has also submitted his report through the Registrar of Companies.
Re.Transferor Company No.5 The petitioner was incorporated in the year 1993, under the Companies Act, 1956, in the State of Karnataka. It has its registered office at No.29/1 and 29/2, H.M.Strafford, 7th Cross, Vasanth Nagar, Bangalore - 560 052.
The Share capital of the company as on 31.3.2011 is said to be as under :
The authorised share capital of the company was Rs.5,00,000/- divided into 50000 equity shares of Rs.10/- each and the issued capital is Rs.1,02,000/- divided into 10200 shares of Rs.10/- each.
The objects of the company are real estate development and housing.20
The Memorandum of Association of the company permits amalgamation.
The petitioner is said to have three equity share holders. And that it has no secured creditors but has three unsecured creditors, of whom one is said to be a statutory auditor, whose fee is said to have been paid. The other unsecured creditors are said to be share holders and not trade creditors. It is claimed that the amalgamation would not have any adverse impact on the creditors.
The Board of Directors of the petitioner are said to have passed a resolution on 15.2.2012 approving and adopting the Scheme of Amalgamation, subject to the sanction of this court.
It is stated that under the proposed scheme, the entire assets and liabilities of the Transferor Company no.5 would be taken over by the Transferee Company with effect from 1-4-2011, the "Appointed date", as a going concern.
This court by its order dated 6.9.2012 on the application filed by the petitioner in CA 951/2012, had dispensed with the 21 meeting of the equity share holders and unsecured creditors of the petitioner. Notice of the petition has been published in daily news papers pursuant to the direction of this court, in Prajavani and DNA, dated 19.7.2013 and 20.7.2013, respectively.
Chartered Accountants appointed by this court have scrutinized the books of account of the company and have submitted their report, filed through the Official Liquidator in OLR 121/2014. The Regional Director, Southern Region, Hyderabad has also submitted his report through the Registrar of Companies.
Re: Transferor Company No.6 The petitioner was incorporated in the year 1993, under the Companies Act, 1956, in the State of Karnataka. It has its registered office at No.29/1 and 29/2, H.M.Strafford, 7th Cross, Vasanth Nagar, Bangalore - 560 052.
The Share capital of the company as on 31.3.2011 is said to be as under :22
The authorised share capital of the company was Rs.10,00,000/- divided into 10000 equity shares of Rs.100/- each and the issued capital is Rs.1,03,000/- divided into 1030 shares of Rs.100/- each.
The objects of the company are real estate development and housing.
The Memorandum of Association of the company permits amalgamation.
The petitioner is said to have three equity share holders. And that it has no secured creditors but has three unsecured creditors, of whom one is said to be a statutory auditor, whose fee is said to have been paid. The other unsecured creditors are said to be share holders and not trade creditors. It is claimed that the amalgamation would not have any adverse impact on the creditors.
The Board of Directors of the petitioner are said to have passed a resolution on 15.2.2012 approving and adopting the Scheme of Amalgamation, subject to the sanction of this court. 23
It is stated that under the proposed scheme, the entire assets and liabilities of the Transferor Company no.6 would be taken over by the Transferee Company with effect from 1-4-2011, the "Appointed date", as a going concern.
This court by its order dated 6.9.2012 on the application filed by the petitioner in CA 950/2012, had dispensed with the meeting of the equity share holders and unsecured creditors of the petitioner. Notice of the petition has been published in daily news papers pursuant to the direction of this court, in Prajavani and DNA, dated 19.7.2013 and 20.7.2013, respectively.
Chartered Accountants appointed by this court have scrutinized the books of account of the company and have submitted their report, filed through the Official Liquidator in OLR 120/2014. The Regional Director, Southern Region, Hyderabad has also submitted his report through the Registrar of Companies.24
Re. Transferor Company No.7 The petitioner was incorporated in the year 1993, under the Companies Act, 1956, in the State of Karnataka. It has its registered office at No.29/1 and 29/2, H.M.Strafford, 7th Cross, Vasanth Nagar, Bangalore - 560 052.
The Share capital of the company as on 31.3.2011 is said to be as under :
The authorised share capital of the company was Rs.5,00,000/- divided into 50000 equity shares of Rs.10/- each and the issued capital is Rs.1,02,000/- divided into 10200 shares of Rs.10/- each.
The objects of the company are real estate development and housing.
The Memorandum of Association of the company permits amalgamation.
The petitioner is said to have three equity share holders. And that it has no secured creditors but has four unsecured creditors, of whom one is said to be a statutory auditor, whose fee 25 is said to have been paid and another is a statutory firm. The other unsecured creditors are said to be share holders and not trade creditors. It is claimed that the amalgamation would not have any adverse impact on the creditors.
The Board of Directors of the petitioner are said to have passed a resolution on 15.2.2012 approving and adopting the Scheme of Amalgamation, subject to the sanction of this court.
It is stated that under the proposed scheme, the entire assets and liabilities of the Transferor Company no.7 would be taken over by the Transferee Company with effect from 1-4-2011, the "Appointed date", as a going concern.
This court by its order dated 6.9.2012 on the application filed by the petitioner in CA 949/2012, had dispensed with the meeting of the equity share holders and unsecured creditors of the petitioner. Notice of the petition has been published in daily news papers pursuant to the direction of this court, in Prajavani and DNA, dated 19.7.2013 and 20.7.2013, respectively. 26
Chartered Accountants appointed by this court have scrutinized the books of account of the company and have submitted their report, filed through the Official Liquidator in OLR 119/2014. The Regional Director, Southern Region, Hyderabad has also submitted his report through the Registrar of Companies.
Re. Transferee Company The transferee company was incorporated under the Companies Act, 1956, on 22.2.1993. It has its registered office at No.29/1 and 29/2, H.M.Strafford, 7th Cross, Vasanth Nagar, Bangalore - 560 052.
The Share capital of the Transferee company as on 31.3.2011 is said to be as under:
The authorised share capital of the company is Rs.10,00,000/- divided into 10000 equity shares of Rs.100/- each and the issued capital is Rs.1,03,000/- divided into 1030 shares of Rs.100/- each.27
The objects of the company are real estate development and allied activity.
It is stated that Clause 7 of the Memorandum of Association of the petitioner permits amalgamation. That as a measure of corporate restructuring for more efficient use of existing resources and increasing business operations the amalgamation is proposed. It is stated that the main benefits of the amalgamation of the Transferor companies with the Transferee would be as follows :
a. The amalgamation will help in integration of the Undertakings of the Transferor and the Transferee Company and assist in revamping.
b. The amalgamation will help in scaling up the business of the undertaking of the Transferor Company resulting in expanding the reach and business base.
c. Amalgamation will enable the Transferee Company to add new assets and locations to operate and provide logistic advantage for operation and storage. Petitioner Company with effect from 1st April 2011, the appointed date, as a going concern. 28
d. Amalgamation will bring valuable synergies in the operations. Operational synergy implies optimum utilization of valuable resources, time cutting of cost and great value for the enterprises which would be more than a mere aggregation of value of the independent enterprises.
e. Amalgamation would enable proper positioning of technical and skilled manpower and manage the requirement in a better way at reduced cost.
f. The amalgamation will enable the Companies concerned to rationalize and streamline their management and finances and will pave better and more productive, economical control and running of the operations.
g. The whole amalgamation will be in the best interest of all the stakeholders, Creditors, employees and everyone having dealing in the course of trade with the Companies.
The Board of Directors of the petitioner are said to have passed a resolution on 15.2.2012 approving and adopting the Scheme of amalgamation of the Transferor companies with the 29 petitioner- transferee company, subject to the sanction of this court. Under the Scheme, the entire assets and liabilities of the Transferor companies no.1 to 7 would be taken over by the petitioner, with effect from 1.4.2011, the "Appointed date" , under the Scheme. It is claimed that the petitioner has surplus assets and is in a position to meet the liabilities of all the Transferor companies as well as that of its own.
The petitioner claims that it has two equity share holders and no secured creditors, of whom, one is a Statutory Auditor whose fee is said to have been paid and the other is said to be a firm. Two other unsecured creditors are said to be share holders of the company. It is said that the amalgamation would have no adverse impact on the creditors.
That by an order dated 6.9.2012 passed on an application by the petitioner in CA 956/2012, this court had dispensed with meetings of the equity share holders and the unsecured creditors of the petitioner.30
Notice of this petition was published in the daily newspapers, DNA dated 20.7.2013 and in Prajavani dated 19.7.2013, as directed by this court.
The chartered accountants appointed by this court to examine the books of account of the petitioner have submitted their report, which is filed under OLR 119/2014 by the Official Liquidator. The Regional Director, Southern Region, Hyderabad has also submitted a report. There are two objections raised, one is as regards the share value being inconsistently indicated as Rs.100/- and Rs.10/- in two places in the proposed Scheme and secondly, as regards the tenability of the Swap ratio indicated in respect of the shares of the Transferor companies vis-à-vis the Transferee company. The learned counsel for the petitioners has clarified that an affidavit of the petitioner is filed to explain that the seeming inconsistency in the share value is on account of an inadvertent typing error and that the share value of Rs.100/- is to be read in. In so far as the Swap ratio is concerned, it is 31 maintained that it is an accepted mode and is in fact endorsed by this court in Company petition 213/2012 dated, 21.3.2014.
Proceeding on the basis of the several declarations made by all the petitioners as regards the due compliance with law and procedure and the absence of any impediment to sanction the proposed Scheme of Amalgamation, and on a perusal of the material available on record, the present petitions are allowed.
The Scheme of Amalgamation is hereby sanctioned. It shall be binding on the Petitioners and on all shareholders and unsecured creditors of the Petitioners.
From the Appointed date, the entire business and undertaking, including all movable and immovable assets of the Transferor company nos.1 to 7, respectively, be transferred without further acts in favour of the Transferee company;
With effect from the Appointed date all the debts, liabilities, duties and obligations of the Transferor Company nos.1 to 7, respectively, shall be transferred to and be deemed to be those of the Transferee company;
32
The Transferor Companies no. 1 to 7, respectively, shall stand dissolved without any order of winding-up.
A copy of this Order shall be filed with the Registrar of Companies within a period of 30 days from the date of this order. The Registry shall draw up a decree in terms of the order on payment of the stamp duty.
Sd/-
JUDGE nv