THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1876 of 2011 Dated: 22nd December, 2011 IN THE MATTER OF THE COMPANIES ACT (1 OF 1956) AND IN THE MATTER OF SECTIONS 391 TO 394 OF THE COMPANIES CT, 1956 AND IN THE MATTEROF M/s. Sahuwala High Pressure Cylinders Private Limited And In the matter of M/s. Pan Fuel Tech Private Limited And In the matter of M/s. Sahuwalia Cylinders Private Limited M/s. Sahuwala High Pressure Cylinders Private Limited A company incorporated under the Companies Act, having Its registered office at Plant No.4, Survey No.42, G-Block, Autonagar, Visakhapatnam-530 012 Rep. by its Director, Sri P.K.Gupta ….Applicant/ Transferor Company **** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1876 of 2011 ORDER: This Company Application has been taken out by M/s. Sahuwala High Pressure Cylinders Private Limited (hereinafter referred to as “the Transferor Company”) under Sections 391 and 394 of the Companies Act, 1956, read with Rules 67, 69 and 9 of the Companies (Court) Rules, 1959, seeking to dispense with the holding of meeting of shareholders. 2. The Transferor company was incorporated as a Private Limited company in the State of Andhra Pradesh on 1st December, 2006. The registered office of the company is situated at Plant NO.4, Survey No.42, G-Block, Auto Nagar, Visakhapatnam-530 012, Andhra Pradesh. The authorized share capital of the company is Rs.11,00,00,000/- divided into 1,10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.10,75,63,200/- divided into 1,07,56,320 equity shares of Rs.10/- each fully paid up. The main objects of the Transferor company are:- to carry on the business in India or abroad the business to manufacturer, assemble, convert, commercialise, design, develop, display , establish, handle, let on hire, install, maintain, operate, produce, promote, process, overhaul, renovate, recondition, remodel, service, supervise, supply, import, export etcetera, more fully described in para 5 of the application. 3. M/s. Pan Fuel Tech Private Limited (hereinafter referred to as ‘the Demerged company’) was incorporated in the State of Andhra Pradesh on 7th October, 2002. The registered office of the company is situated at D-1 & D-2, B-Block, Autonagar, Visakhapatnam-530 012, Andhra Pradesh. The authorized share capital of the company is Rs.40,00,000/- divided into 4,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.32,00,000/- divided into 3,20,000 equity shares of Rs.10/- each fully paid up. The main objects of the company are:- To manufacture and/or to produce and/or otherwise engage generally in the manufacture or production of or dealing in all types of LPG tanks, conversion kits, multivalves and High Security Licenses plates etcetera, more fully described in para 10(i) of the application. 4. M/s. Sahuwala Cylinders Private Limited (hereinafter referred to as ”the Resulting/Transferee company”) was incorporated as a Private Limited Company in the State of Andhra Pradesh on 12th October, 1982. The registered office of the Transferee Company is situated at 242, “D” Block, Auto Nagar, Visakhapatnam-530 012, Andhra Pradesh. The authorized share capital of the Transferee Company is Rs.2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/- each. The entire capital has been fully issued, subscribed and paid up. The main objects of the company are to manufacture cylinders for packing of Light Petroleum Gas, Oxygen, Nitrogen, Carbonic Acid, Acetylene and various other types of gases, etcetera. 5. The Demerged company is engaged in the manufacture of gas kits and valves used in LPG cylinders. The transferor and Transferee Company are engaged in the business, manufacture of cylinders for storing LPG and other gases. By the proposed transferring of Gas and Kits Division of Pan Fuel and merger of Transferor company with the Transferee company, SCPL would be the only such company in India dealing in the entire value chain of alternative fuels from “ Fit to Fill”. i.e., the entire operations of manufacturing , distribution, fitment and filling of two, three and four wheel vehicles under one umbrella. According to the applicant, the proposed scheme reduces administrative cost and overheads expenses. The Board of Directors of the transferor company in their meeting held on 22-11-2011 approved the composite scheme of arrangement between Pan Fuel Tech Private Limited and Amalgamation of Sahuwala High Pressure Cylinders Private Limited with Sahuwala Cylinders Private Limited. 6. There are nine shareholders in the transferor company. All the shareholders placed on record their affidavits reporting no objection for the proposed scheme. Hence, this application by to dispense with the holding of the meeting of the shareholders of the transferor company. 7. Heard learned counsel appearing for the applicant Company and perused the affidavit filed in support of the application. 8. There are only nine shareholders in the applicant company and the shareholders have placed on record their affidavits, which find place at Page No.180 to 192 of the material papers giving no objection for the proposed scheme. 9. In that view of the matter, there is no necessity to hold the meeting of the shareholders of the transferor company, for the purpose of considering the proposed scheme of amalgamation. 10. Accordingly, the Company Application is allowed and holding of the meeting of the shareholders of the transferor company is dispensed with. ______________________ B.SESHASAYANA REDDY, J. Date: 22-12-2011 RAR