THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION Nos.355, 356, 357, 358 and 359 OF 2011 Dated: 30.03.2011 COMPANY APPLICATION No.355 of 2011 Between : M/s. Akruthi Infratech India Private Limited …… Applicant/1st Transferor Company COMPANY APPLICATION No.356 of 2011 M/s. BGK Engineering and Projects Private Limited …… Applicant/2nd Transferor Company COMPANY APPLICATION No.357 of 2011 M/s. Harshini Infrastructure Private Limited …… Applicant/3rd Transferor Company COMPANY APPLICATION No.358 of 2011 M/s. Sri Maruthi Rama Project Engineering Combines Private Limited …… Applicant/4th Transferor Company COMPANY APPLICATION No.359 of 2011 M/s. Cryogenic Industrial Consultants Private Limited …… Applicant/Transferee Company The Court made the following:- THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION Nos.355, 356, 357, 358 and 359 OF 2011 COMMON ORDER : M/s. Akruthi Infratech India Private Limited (hereinafter referred to as the ‘1st Transferor Company), M/s. BGK Engineering and Projects Private Limited (hereinafter referred to as the ‘2nd Transferor Company), M/s. Harshini Infrastructure Private Limited (hereinafter referred to as ‘the 3rd Transferor Company), M/s. Sri Maruthi Rama Project Engineering Combines Private Limited (hereinafter referred to as ‘the 4th Transferor Company) and M/s. Cryogenic Industrial Consultants Private Limited (hereinafter referred to as the ‘Transferee Company’) are the applicants in these five applications respectively. These five applications have been filed under Sections 391 and 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to dispense with the convening of meeting of the shareholders for the purpose of considering the proposed scheme of amalgamation between the Transferor companies and the Transferee Company. The 1st Transferor Company was originally incorporated as a Public Limited Company under the corporate Identity No.U45200AP2008PTC059561 on 09.06.2008 in the State of Andhra Pradesh. The registered office of the 1st Transferor Company is situated at 3-5-1098/10, 1st Floor, S.V.Colony, Besides Aditya Music Centre, Narayanaguda, Hyderabad- 500 029, Andhra Pradesh. The authorized share capital of the 1st Transferor Company as on 31.03.2010 was Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up capital of the 1st Transferor Company as on 31.03.2010 was Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. Apart from the above there is a share application money to an extent of Rs.58,00,000/-. The main objects of the 1st Transferor Company have been mentioned in Para No.5 of Company Application No.355 of 2011. The 2nd Transferor Company was incorporated as a Private Limited Company in the State of Andhra Pradesh on 09.04.2003 under certificate of incorporation No.01- 40813 of 2003-2004. The registered office of the 2nd Transferor Company is situated at 3-5-1091/8, 1st Floor, S.V.Colony, Besides Aditya Music Centre, Narayanaguda, Hyderabad- 500 029. The authorized share capital of the 2nd Transferor Company as on 31.03.2010 was Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each and the issued, subscribed and paid-up capital of the 2nd Transferor Company as on 31.03.2010 was Rs.26,39,900/- divided into 2,63,990 equity shares of Rs.10/- each. The main objects of the 2nd Transferor Company have been mentioned in Para No.5 of Company Application No.356 of 2011. The 3rd Transferor Company was incorporated as a Private Limited Company in the State of Andhra Pradesh on 02.12.2008 under corporate identity No. U70102AP2008PTC062065. The registered office of the 3rd Transferor Company is situated at 3-5-1091/8, 1st Floor, S.V.Colony, Besides Aditya Music Centre, Narayanaguda, Hyderabad- 500 029. The authorized share capital of the 3rd Transferor Company as on 31.03.2010 was Rs.2,00,00,000/- divided into 2,00,000 equity shares of Rs.100/- each and the issued, subscribed and paid-up capital of the 3rd Transferor Company is Rs.1,00,000/- divided into 1000 equity shares of Rs.100/- each. The main objects of the 3rd Transferor Company have been mentioned in Para No.5 of Company Application No.357 of 2011. The 4th Transferor Company was incorporated as a Private Limited Company in the State of Andhra Pradesh on 26.07.1995 under certificate of incorporation No.01-21212 of 1995-96. The registered office of the 4th Transferor Company is situated at 3-5-1091/8, 1st Floor, S.V.Colony, Besides Aditya Music Centre, Narayanaguda, Hyderabad- 500 029. The authorized share capital of the 4th Transferor Company as on 31.03.2010 was Rs.1,25,00,000/- divided into 1,25,000 equity shares of Rs.100/- each and the issued, subscribed and paid-up capital of the 4th Transferor Company as on 31.03.2010 was Rs.1,02,87,900/- divided into 1,02,879 equity shares of Rs.100/- each. The main objects of the 4th Transferor Company have been mentioned in Para No.5 of Company Application No.358 of 2011. The Transferee Company was incorporated as a Private Limited Company in the State of Andhra Pradesh on 26.03.1991 under certificate of incorporation No.01-12497 of 1990-91. The registered office of the Transferee Company is situated at 2-18, Street No.2, Kakatiya Nagar, Habsiguda, Hyderabad- 500 007. The present authorized share capital of the Transferee Company is Rs.85,00,000/- divided into 85,000 equity shares of Rs.100/- each and the issued, subscribed and paid-up capital of the Transferee Company is Rs.69,57,600/- divided into 69,576 equity shares of Rs.100/- each. The main objects of the Transferee Company have been mentioned in Para No.5 of Company Application No.359 of 2011. It is stated that having proposed a scheme of amalgamation between the Transferor Companies and the Transferee Company, the Board of Directors of the said companies at their respective meetings held on 01.02.2011 passed resolutions approving the scheme of amalgamation with effect from 01.02.2011, 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 all the Company Applications and a copy of the scheme has also been annexed to the Company Applications. It is further stated that the 1st Transferor Company had not availed secured or unsecured loans. The 2nd Transferor Company had availed secured loans from Banks and unsecured loan from its Directors and it had approached the said creditors for their no objection for the proposed scheme of amalgamation from the said creditors. The 3rd Transferor Company had availed secured loan from Indian Overseas Bank for their term loan requirement and it had not availed any unsecured loans. The 3rd Transferor Company had approached the said creditor for his no objection for the proposed scheme of amalgamation from the said creditor. The 4th Transferor Company had also availed secured and unsecured loans and it had also approached the said creditors for their no objection for the proposed scheme of amalgamation from the said creditors. It is also stated that all the Transferor Companies are unlisted companies. While stating that all the applicant companies have very limited number of shareholders and all of them have given their consent to the proposed scheme, by way of affidavits, these applications have been filed seeking to dispense with the convening of the meetings of the shareholders. I have heard Sri V.S.Raju, the learned counsel for the applicant companies and perused the material available on record. Having regard to the facts and circumstances noticed above and keeping in view that there are only two (2) shareholders each in 1st, 2nd and 3rd Transferor Companies and five (5) shareholders in 4th Transferor Company and all of them have given their positive consent by way of affidavits which are enclosed to the Applications as Annexures, I am of the opinion that there is no need for convening the meeting of the shareholders of the Transferor Companies for the purpose of considering the proposed scheme of amalgamation. Though there are 15 shareholders in the Transferee Company (Applicant in Company Application No.359 of 2011) all of them have given no objection affidavits and the same have been enclosed to the Application as Annexure-A12 from pages 190 to 204. Since all of them have unconditionally agreed for the proposed scheme, it would be appropriate to dispense with the meeting of the shareholders of the Transferee Company also. Accordingly, all the five 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: 30.03.2011 Ivd