THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1732 of 2011 Date:29th November, 2011 Between: M/s. SHV Energy LPG North Private Limited, a Company Registered under the Companies Act, 1956, and having its Registered Office at 8-2-334, IV Floor, Super Gas House, SDE Serene Chambers, Road No.7, Banjara Hills, Hyderabad – 500 034, rep. by its Sr. Finance Execute Ms.Chintal Shah …Applicant/1st transferor Company *** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1732 of 2011 ORDER: This Company Application has been taken out under Sections 391 and 394 of the Companies Act, 1956, r/w. Rule 9 of the Companies (Court) Rules, 1959, to dispense with convening the meeting of the shareholders of the applicant Company for the purpose of considering the proposed Scheme of Amalgamation. 2. M/s.SHV Energy LPG North Private Limited (hereinafter referred to as ‘the 1st transferor Company’) is the applicant herein. The 1st transferor Company was originally incorporated under the name and style of M/s. SHV Energy Disco Private Limited in the State of Maharashtra, on 18.01.1996. Later, the Company had become a Public Limited Company with effect from 24.05.1996. The Company had changed its name from M/s.SHV Energy Disco Limited to M/s. G & T SHV Energy Distribution Company Limited and obtained a fresh certificate of incorporation from the Registrar of Companies, Maharashtra, Mumbai, on 25.04.1997. Later, the Company had shifted its registered office from the State of Maharashtra to the National Capital Territory of Delhi and Haryana and obtained Certificate of Registration, confirming the transfer of registered office from one State to another State on 24.04.1998. Later on the company had changed its name from M/s. G & T SHV Energy Distribution Company Limited to M/s.SHV Energy LPG North Private Limited and obtained a fresh certificate of incorporation from the Registrar of Companies, NCT Delhi & Haryana, New Delhi, on 31.01.2001. Again the Company had shifted its registered office from National Capital Territory of Delhi and Haryana to the State of Andhra Pradesh and obtained Certificate of Registration from the Registrar of Companies, Andhra Pradesh, Hyderabad, on 06.10.2009. The Registered Office of the 1st transferor Company is situated at 8-2-334, 4th Floor, Super Gas House, SDE Serene Chambers, Road No.7, Banjara Hills, Hyderabad – 500 034. The present authorized share capital is Rs.22,45,00,000/- divided into 2,24,50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.22,45,00,000/- divided into 2,24,50,000 equity shares of Rs.10/- each fully paid up. The entire share capital of the 1st transferor Company is held by the SHV Energy- the transferee Company. The main objects of the 1st transferor Company are: To carry on the business of trade in raw materials, distribution of LPG, establishment of LPG terminals, blending and bottling plants, manufacturing of gas cylinders, regulators, valves and ancillary equipment and develop a LPG dealer network throughout the country, to carry on activities of pressurized tanks, pressurized vessels, refrigerated tanks and shipping and also activities of oil exploration, prospecting and production of oil and gas. 3. LPG Infra (hereinafter referred to as ‘2nd transferor Company’) was originally incorporated under the name and style of M/s. IMS Petro Gas Private Limited in the State of Maharashtra, on 18.09.1995. Later, the 2nd transferor Company became deemed public limited company on 18.04.1996. Later on, the Company changed its name to M/s.SHV Energy LPG Infrastructure Limited and obtained a fresh certificate of incorporation from the Registrar of Companies, Maharashtra, Mumbai, on 18.09.2001. Later on, the Company had become a Private Limited Company and shifted its registered office from the State of Maharashtra to the State of Gujarat. The registered office of the 2nd transferor Company is situated Near Subhash Nagar, Post Box No.50, Jawahar Village, Porbandar – 360 575, Gujarat. The present authorized share capital is Rs.31,25,00,000/- divided into 3,12,50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.31,22,72,720/- divided into 3,12,27,272 equity shares of Rs.10/- each. The entire share capital is held by the SHV Energy-transferee Company and its nominee. The main objects of the 2nd transferor Company are: To carry on the business of trade in raw material, distribution of LPG, blending and bottling plants, manufacturing of gas cylinders, regulators, valves and ancillary equipment and develop a LPG dealer network throughout the country, to carry on activities of pressurized tanks, pressurized vessels, refrigerated tanks and shipping and also activities of oil exploration, prospecting and production of oil and gas. 4. SHV Energy (hereinafter referred to as ‘the transferee Company’) was originally incorporated under the name and style of M/s.SHV Energy India Limited in the State of Maharashtra, on 04.12.1995. Later on, the company shifted its registered office from the State of Maharashtra to the State of Andhra Pradesh and obtained a fresh certificate of registration from the Registrar of Companies, Andhra Pradesh, Hyderabad, on 12.11.1998. The registered office of the transferee Company is situated at 8-2-334, 4th Floor, Super Gas House, SDE Serene Chambers, Road No.7, Banjara Hills, Hyderabad – 500 034. The authorized share capital is Rs.350,00,00,000/- divided into 35,00,00,000 equity shares of Rs.10/- each. The present, issued, subscribed and paid up capital is Rs.176,33,32,390/- divided into 17,63,33,239 equity shares of Rs.10/- each fully paid up. The main objects of the transferee Company are: To carry on the business of trade in raw materials, distribution of LPG, establishment of LPG terminals, blending and bottling plants, manufacturing of gas cylinders, regulators, valves and ancillary equipment and develop a LPG dealer network throughout the country, to carry on activities of pressurized tanks, pressurized vessels, refrigerated tanks and shipping and also activities of oil exploration, prospecting and production of oil and gas. 5. By amalgamation, according to the applicant, there will be synergy of operations for both the transferor Companies and the transferee Company and the proposed scheme of amalgamation will give more thrust and integrate their business facilities and infrastructure under one single unit. The Board of Directors of the 1st transferor Company at their meeting held on 04.07.2011 approved the scheme of amalgamation subject to the approval/consent of the shareholders and confirmation by this Court. There are only two shareholders in the 1st transferor Company. Their consent affidavits find place at page No.168 and 172 of the material papers. There are no secured or unsecured creditors to the 1st transferor Company. Hence, this Company Application to dispense with the convening the meeting of the shareholders of the 1st transferor Company. 6. Heard Sri V.S.Raju, learned counsel appearing for the applicant and perused the material brought on record. 7. Learned counsel appearing for the applicant submits that there are only two shareholders in the 1st transferor Company and both the shareholders have placed on record their affidavits consenting to the proposed scheme of amalgamation, and therefore, there is no need of convening the meeting of the shareholders of the 1st transferor Company. 8. I have gone through the material placed on record. The Board of Directors of the applicant Company in their meeting held on 04.07.2011 approved the proposed scheme of amalgamation. There are only two shareholders in the applicant Company. Both of them have placed on record their affidavits consenting to the proposed scheme of amalgamation. 9. In that view of the matter, the Company Application is ordered dispensing with the convening of the meeting of the shareholders applicant Company. No costs. _____________________ B.SESHASAYANA REDDY, J Date:29th November, 2011. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1732 of 2011 Date:29th November, 2011