THE HON’BLE Ms. JUSTICE G.ROHINI C.A.No.7 of 2011 Date: 19.01.2011 Between: VST Distribution, Storage and Leasing Private Company Limited, A company incorporated under the Companies Act, Rep., by its Director. …Applicant THE HON’BLE Ms. JUSTICE G.ROHINI C.A.No.7 of 2011 O R D E R: This application is filed under Sections 391 and 394 of the Companies Act, 1956 with a prayer to dispense with the convening of the meeting of the members of the applicant company for the purpose of considering the proposed Scheme of Arrangement with VST Industries Limited. The applicant company VST Distribution, Storage and Leasing Private Company Limited (herein after referred to as the Transferor company) was incorporated under the provisions of the Companies Act, 1956 on 22nd August, 1981. The Registered Office of the applicant/transferor Company is situated at 1-7-1063/1065, Azambad, Hyderabad–500 020. The authorized share capital of the transferor company is 50000 Equity shares of Rs.10/- each amounting to Rs.5,00,000/- and 2500 11% Cumulative Redeemable Preference Shares of Rs.10/- each amounting to Rs.25000. The main objects of the transferor company are to carry on the business of distributors, merchants, selling agents, buying agents and etc., (more fully described in para 5 of the company application). M/s. VST Industries Limited (herein after referred to as the transferee company) was incorporated under the Hyderabad Companies Act, No.IV of 1320 Fasli on 10th November, 1930 under the name of The Vazir Sultan Tobacco Company Limited with Certificate of Incorporation NO. of 576. The name of the Transferee Company was changed to its present name viz., VST Industries Limited and a fresh certificate of incorporation was issued by the Registrar of Companies, Andhra Pradesh on the 15th September 1983. The registered office of VST Industries Limited is situated at 1-7-1063/1065, Azamabad, Hyderabad-5000020. The authorized share capital of the transferee company is 5,00,00,000 Equity Shares of Rs.10/- each amounting to Rs.50,00,00,000 and 50,00,000 Cumulative Redeemable Preference Shares of Rs.100/- each amounting to Rs.50,00,00,000. The main objects of the transferee company are set out in para 10 of the company application. It is stated that the transferee company is the 100% holding of the transferor company and is interested in the acquisition of the business carried on by its wholly owned subsidiary ultimately through the Scheme of Arrangement. The transferee company is financially and technically sound and equipped to continue the business carried on by the company after the present Scheme of Arrangement is given effect to. The transferee company has recorded a turnover of Rs.1125.42 crores and a net profit after tax of Rs.62.05 crores during the financial year ended March 31, 2010. It is also stated that the Board of Directors of the transferor company in the meeting held on 12.01.2011 passed a resolution approving the Scheme of Arrangement between the transferor and transferee companies and their respective members. Similarly, Board of Directors of the transferee company had approved the Scheme of Arrangement in their meeting held on 13.01.2011. A copy of the Scheme of Arrangement has been placed before this Court and the salient features of the scheme have been explained in para 15 of the company application. While stating that the entire share capital of the transferor company is held by the transferee company along with its six nominees and all the members of the transferor company have given their written consent to the proposed Scheme of Arrangement by way of individual affidavits, the present application has been filed to dispense with the holding of the meeting of the members of the applicant company. I have heard Sri L.V.V. Iyer, learned counsel for the applicant and perused the affidavits filed in support of the company application as well as the documents annexed. As could be seen, the Board of Directors of both the transferor and transferee companies passed resolutions approving the proposed Scheme of Arrangement. The seven affidavits enclosed to the company application from page Nos.314 to 327 reveal that all the members of the transferor company had given their positive consent to the proposed Scheme of Arrangement. In view of the said unanimous written consent given by all the members of the transferor company, I am of the opinion that there is no need for convening the meeting of the members 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 meeting of the members of the applicant/transferor company is hereby dispensed with. ______________ G.ROHINI,J Date :19.01.2011 KLP