THE HON'BLE Ms. JUSTICE G.ROHINI COMPANY APPLICATION No. 1496 OF 2010 Dated: 20.12.2010 Between: IDL Explosives Limited ..... Applicant The Court made the following : THE HON'BLE Ms. JUSTICE G.ROHINI COMPANY APPLICATION No. 1496 OF 2010 ORDER : This application is filed under Sections 391 to 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to dispense with the meeting of the shareholders of the applicant company for the purpose of considering the scheme of arrangement between the applicant company and Gulf Oil Corporation Limited. The applicant is IDL Explosives Limited, which was incorporated on 22.09.2010. The registered office of the applicant company is situated at Kukatpally, P B No.1, Sanathnagar (IE), Hyderabad. The main objects of the applicant company have been specified in Para No.4 of Company Application No.1496 of 2010. The authorised share capital of the applicant company as on 30.09.2010 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant company as on 30.11.2010 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each, fully paid up. The entire issued, subscribed and paid up share capital is held by Gulf Oil Corporation Limited and its nominees. The Gulf Oil Corporation Limited was incorporated as Indian Detonators Limited on 20.04.1961 under the provisions of the Act. Thereafter, the name was changed to IDL Chemicals Limited vide a certificate of incorporation consequent to a change of name issued on 14.05.1974. On 31.10.1995, the name was changed from IDL Chemicals Limited to IDL Industries Limited. On 22.08.2002, the name was changed from IDL Industries Limited to its present name, Gulf Oil Corporation Limited. The registered office of Gulf Oil Corporation Limited is situated at Kukatpally, Post Bag No.1, Sanathnagar (I.E) P.O, Hyderabad. The objects of the Gulf Oil Corporation Limited have been mentioned in Para No.8 of Company Application No.1496 of 2010. The authorised share capital of Gulf Oil Corporation Limited as on 31.03.2010 is Rs.25,00,00,000/- divided into 12,50,00,000/- equity shares of Rs.2/-. The issued, subscribed and paid up share capital of Gulf Oil Corporation Limited as on 30.09.2010 is Rs.19,82,89,960/- divided into 9,91,44,980/- equity shares of Rs.2/- each, fully paid up. It is stated that the applicant company is yet to commence its business. The Board of Directors of the applicant company at the meeting conducted on 30.10.2010 has approved the scheme of arrangement proposed with Gulf Oil Corporation Limited since the said arrangement is in interest of the both the applicant company and the Gulf Oil Corporation Limited, their respective shareholders, employees and all concerned. It is further stated that the applicant company being a new company, no audited accounts have been prepared and the auditors report did not disclose any irregularity or mismanagement of the Gulf Oil Corporation Limited. The applicant company has no secured or unsecured creditors since it was incorporated only in September, 2010. It has only 7 shareholders and all of them have consented to the scheme of arrangement in the form of affidavits. Hence, it is prayed to dispense with the convening of the meeting of the shareholders. I have heard Sri S.Ravi, the learned senior counsel appearing for the applicant company and perused the affidavit filed in support of the application as well as the documents placed before this Court. As could be seen, the entire issued and paid up share capital of the applicant company is held by the Gulf Oil Corporation Limited and its nominees. There are only 7 shareholders in the applicant company and all of them have given affidavits expressing their consent for the proposed scheme of arrangement. Having regard to the positive consent given by all the shareholders, who are only 7 in number and moreover there are no secured or unsecured creditors, I am of the opinion that there is no need for convening of the meeting of the shareholders of the applicant company for the purpose of considering the proposed scheme of arrangement. Accordingly, the Company Application is allowed as prayed for and convening of the meeting of the shareholders of the applicant company is dispensed with. No costs. ___________ G. ROHINI, J Date: 20.12.2010 Ivd