THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION Nos.152 and 153 OF 2011 Dated: 22.02.2011 COMPANY APPLICATION No.152 of 2011 Between : Paschal Form Work (India) Private Limited …… Applicant/Transferee Company COMPANY APPLICATION No.153 of 2011 Paschal Technology (India) Private Limited …… Applicant/Transferor Company THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION Nos.152 and 153 OF 2011 COMMON ORDER : Paschal Technology (India) Private Limited (hereinafter referred to as the ‘Transferor Company) and Paschal Form Work (India) Private Limited (hereinafter referred to as the ‘Transferee Company’) are the applicants in these two applications respectively. These two applications have been filed under Sections 391 to 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to dispense with the convening of meeting of the shareholders of both the Transferor and Transferee Companies for the purpose of considering the proposed scheme of amalgamation between the said companies. The Transferor Company is a company incorporated under the Act in the State of Andhra Pradesh vide CIN No.01-58964 under the name and style of ‘Paschal Technology (India) Private Limited’ issued by the Registrar of Companies on 02.05.2008. The registered office of the Transferor Company is situated fat plot No.901, Road No.46, Jubilee Hills, Hyderabad-500 033, Andhra Pradesh. The present authorised share capital of the Transferor Company is Rs.2,10,00,000/- divided into 21,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up capital is Rs.2,10,00,000/- divided into 21,00,000 fully paid-up equity shares of Rs.10/- each. The main objects of the Transferor Company have been mentioned in Para No.4 of Company Application No.153 of 2011. The Transferee Company is a company incorporated under the Act in the State of Andhra Pradesh vide CIN No.01-58963 under the name and style of ‘Paschal Form Work (India) Private Limited’ issued by the Registrar of Companies on 02.05.2008. The registered office of the Transferee Company is situated at plot No.208-1/2, Bayyavaram Village, Kashimkota Mandal, Visakhapatnam, Andhra Pradesh- 531 031. The present authorised share capital of the Transferee Company is Rs.21,10,00,000/- divided into 2,11,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up capital is Rs.21,10,00,000 divided into 2,11,00,000 equity shares of Rs.10/- each. The main objects of the Transferee Company have been mentioned in Para No.4 of Company Application No.152 of 2011. I have heard Smt. Vanga Anita, the learned counsel for the applicant companies and perused the material available on record. It is stated that having proposed a scheme of amalgamation between the Transferor and the Transferee Companies, the Board of Directors of the said companies at their respective meetings held on 28.10.2010 passed resolutions approving the scheme of amalgamation with effect from 01.04.2010 subject to the approval/consent of the shareholders and confirmation by this Court. The salient features of the scheme of amalgamation have been enumerated in both the Company Applications and a copy of the scheme has also been annexed to the Company Applications. It is further stated that the Transferor Company had availed secured loans and car loan from the ICICI Bank Limited. The Transferor Company had not availed any unsecured loans. The Transferor Company had approached the secured creditors for their no objection for the proposed scheme of amalgamation from the said creditors. So far as the Transferee Company is concerned, secured loans and car loan from HDFC Bank Limited, term loan from Syndicate Bank and working capital loan from Syndicate Bank were availed. The Transferee Company had not availed any unsecured loans. The Transferee Company had approached the secured creditors for their no objection for the proposed scheme of amalgamation from the said creditors. Having regard to the facts and circumstances noticed above and keeping in view that there are only 2 (two) shareholders each in Transferor and Transferee Companies and the material available on record shows that the shareholders are common to both the companies and both of them have given positive consent by way of affidavits annexed to these applications, I am of the opinion that there is no need for convening the meeting of the shareholders of both the Transferor and Transferee Companies for the purpose of considering the proposed scheme of amalgamation. Accordingly, both the Company Applications are allowed as prayed for and convening of meeting of the shareholders of the applicant companies is dispensed with. __________ G. ROHINI, J Date: 22.02.2011 Note: Issue CC in two days (B/o) Ivd