Order: 1. M/s.Shapoorji Pallonji Power Projects Private Limited, the transferor company in C.P.No.44 of 2013, and M/s.Samalpatti Power Company Private Limited, the transferee company in C.P.No.45 of 2013 , have filed these petitions under Sections 391 to 394 of the Companies Act, 1956, to sanction scheme of amalgamation, so as to be binding on all the equity shareholders of each of the petitioners' companies and and all the shareholders and creditors with effect from 01.04.2012. 2. M/s.Shapoorji Pallonji Power Projects Private Limited, a company, was incorporated under the provisions of the Companies Act, 1956 with its registered office at Sreyas Virat, No.14, Third Cross Road, Raja Annamalaipuram, Chennai. The object of the petitions is to obtain the sanction of this Court to the scheme of amalgamation between M/s.Shapoorji Pallonji Power Projects Private Limited, transferor company and M/s.Samalpatti Power Company Private Limited, transferee company. 3. The transferor company was originally incorporated on 5th May, 2010 under the name and style of M/s.Shapoorji Pallonji Power Projects Private Limited in the State of Maharashtra, Mumbai. The registered office of the company was shifted from the State of Maharashtra to the State of Gujarat vide Certificate of Registration of Company Law Board order for shifting of registered office from one State to another issued by the Registrar of Companies, Ahmedabad, Gujarat dated 19th December, 2011. Subsequently, the registered office of the company was shifted to the State of Tamil Nadu as per the orders passed by the Regional Director and the Certificate of Registration of Regional Director order for shifting of registered office from one State to another issued dated 16th November, 2012. 4. The Share Capital of the transferor company as on 31st March, 2011 is as under: There has been no change in the Authorized, issued, subscribed and paid up capital of the transferor company 5. The Board of Directors of transferor company at their meeting held on 19.11.2012, approved and adopted the scheme of amalgamation, and it along with the capital reduction has been subsequently approved by the shareholders at their meeting held on 21st November, 2012, by virtue of which the transferor company is proposed to be amalgamated with the transferee company subject to confirmation of this Court, as the registered office of the transferor company is situated within the jurisdiction of this Court. 6. 6. Under the scheme of amalgamation, the entire undertaking of the transferor company stands transferred to and vests with the transferee company from the appointed date i.e. 01.04.2012. The Board of Directors of the transferee company had approved and adopted the scheme of amalgamation at the Board meeting held on 19.11.2012 and the shareholders subsequently approved the scheme of amalgamation on 21st November, 2012 by virtue of which transferor company is proposed to be amalgamated with the transferee company. 7. The object of amalgamation is to ensure better and efficient management of the companies as a single unit. The Board of Directors of both the transferor and transferee companies are of the opinion, that if the companies are to operate as a single unit, higher revenue, better profitability and maximizing the market potential could be achieved. 8. The proposed amalgamation would be better for the companies in the following manner: a) The amalgamation will enable the Transferee Company to integrate its business and shall provide significant impetus to growth to the Transferee Company; b) The consolidation of the business activities of the Transferor Company will lead to synergies of operations and a stronger and wider capital and financial base for future growth/expansion of the Transferee Company; c) Easier and speedier decision making at all levels and better management and coordination; d) Pooling of the human talents in terms of manpower, management, administration and marketing to result in savings of costs; e) Increasing leveraging capacity of the merged entity i.e. its capacity to borrow funds for business purposes; f) Strengthening of financial position; g) The amalgamation will result in a avoiding duplication of administrative functions, reduction in multiplicity of legal and regulatory compliances; h) Enhance the shareholder's value." 9. The scheme shall not adversely affect the rights of any creditors of the transferor and transferee companies in any manner, as the provisions have been made for payment to the Banks, Creditors and Institutions and their security is fully protected. 10. The assets of transferor and transferee companies are more than sufficient to meet the respective liabilities of the transferor and transferee companies and the scheme is not likely to adversely affect any of the creditors of the petitioner companies. 11. There are no secured creditors for the transferor company. Notice of the scheme was duly served on unsecured creditors. 10. The assets of transferor and transferee companies are more than sufficient to meet the respective liabilities of the transferor and transferee companies and the scheme is not likely to adversely affect any of the creditors of the petitioner companies. 11. There are no secured creditors for the transferor company. Notice of the scheme was duly served on unsecured creditors. All the equity shareholders and preferential shareholders of the petitioner/transferor company by individual affidavit in writing, have consented to the scheme of amalgamation and agreed to dispense with the convening of meeting for approving the said scheme. 12. This Court, vide order dated 13.12.2012 passed in C.A.Nos.919 and 920 of 2012, dispensed with the convening, holding and conducting a meeting of the equity shareholders and preference shareholders of the petitioner/transferor company. 13. The reading of scheme shows, that the scheme of amalgamation is in the interest of equity shareholders of both the companies and does not prejudice or affect the interest of creditors. 14. On notice, an affidavit has been filed by the Regional Director, Ministry of Corporate Affairs, Chennai on behalf of the Central Government in terms of the provisions of Section 394(A) of the Companies Act, 1956 and in the affidavit, no objection has been raised by the Regional Director to the scheme of amalgamation. 15. The company petitions are ordered, as the scheme of amalgamation is beneficial to the transferor and transferee companies and its members. 16. The remuneration to the Additional Central Government standing Counsel is fixed at Rs.5,500/- (Rupees Five Thousand and Five Hundred only) for each petition to be paid by the petitioner companies.