THE HON’BLE Ms. JUSTICE G.ROHINI Company Application Nos. 26 and 27 of 2011 Date: 25.01.2011 Between: C.A.No.26 of 2011 Aim Vyapthi Advertising and Media Private Limited, Hyderabad. …Applicant /Transferor comp C.A.No.27 of 2011 Aim Vyapthi Advertising Private Limited, Hyderabad. … applicant/Transferee Company THE HON’BLE Ms. JUSTICE G.ROHINI Company Application Nos. 26 and 27 of 2011 COMMON ORDER: These two applications are filed under Sections 391 and 394 of the Companies Act, 1956 with a prayer to dispense with the convening of the meeting of the shareholders of the applicant companies. The applicant in C.A.No.26 of 2010 is Aim Vyapthi Advertising and Media Private Limited (herein after referred to as the Transferor company). It was incorporated and was registered with the name Vyapthi Communications Private Limited under the provisions of the Companies Act, 1956 in the State of Andhra Pradesh, pursuant to the certificate of incorporation issued by the Registrar of Companies, Andhra Pradesh on 12.10.1995 vide certificate of incorporation No. U74300AP1995PTC021991. The Registered Office of the applicant/transferor Company is situated at Flat No.3E, Parameshwara Apartments, Anand Nagar Colony, Khairatabad, Hyderabad Andhra Pradesh. The authorized share capital of the transferor company is 1,00,00,000 divided into 1,00,000 Equity Shares of Rs.100/- each. The issued, subscribed and paid-up capital is Rs.20,00,000/- divided into 20,000 fully paid up Equity Shares of Rs.100/- each. The main objects of the transferee company as set out in the memorandum of association have been mentioned in para 4 of C.A.No. 26 of 2010. The applicant in C.A.No.27 of 2010 is Aim Vyapthi Advertising Private Limited (herein after referred to as the Transferee company). It was incorporated under the provisions of the Companies Act, 1956 in the State of Andhra Pradesh, pursuant to the certificate of incorporation issued by the Registrar of Companies, Andhra Pradesh on 20.05.2005 vide certificate of incorporation No. 01-046314. The Registered Office of the applicant/transferee Company is situated at Flt No. 3E, Parameswara Apartments, Anand Nagar Colony, Khairatabad, Hyderabad, Andhra Pradesh. The authorized share capital of the applicant transferee company is 5,00,000 divided into 50,000 Equity Shares of Rs.10/- each. The issued, subscribed and paid-up capital is Rs.2,07,000/- divided into 20,700 fully paid up Equity Shares of Rs.10/- each. The main objects of the transferor company as set out in the memorandum of association have been mentioned in para 4 of C.A.No.27 of 2010. It is stated that the business of advertising owned by both the transferor and transferee companies are useful to each other and if they are used together, the companies would be benefited at large scale with optimum utilization of the resources owned by both the companies with limited expenditure. Thus, a Scheme of Amalgamation was proposed and the Board of Directors of the transferor as well as the transferee companies in their respective meetings held on 01.04.2010 passed a resolution approving the Scheme of Amalgamation to be effective from 01.04.2010 subject to the approval of this Court. A copy of the Scheme of Amalgamation has been annexed to the company applications. While stating that there are six shareholders in the transferee company and eight shareholders in the transferor company and all of them have given their positive consent to the proposed Scheme of Amalgamation by way of affidavits, the present applications have been filed to dispense with the holding of the meeting of the shareholders of the applicant companies. I have heard Smt. Vanga Anita, learned counsel for the applicant companies and perused the affidavits filed in support of the company applications as well as the documents annexed. As could be seen, the Board of Directors of the transferee company as well as the transferor company passed resolutions approving the proposed Scheme of Amalgamation and the shareholders of the applicant companies have given their written consent for the proposed Scheme of Amalgamation. In view of the said unanimous written consent given by all the shareholders of the applicant companies, I am of the opinion that there is no need for convening the meeting of the shareholders of the applicant companies for the purpose of considering the proposed Scheme of Amalgamation. Accordingly, the company applications are allowed as prayed for and convening of meeting of the shareholders of the applicant companies is hereby dispensed with. ______________ G.ROHINI,J Date: 25.01.2011 KLP