THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION Nos.44 and 45 OF 2011 Dated: 07.02.2011 COMPANY APPLICATION No.44 of 2011 Between : M/s.Yeluri Formulations Private LImited …… Applicant/Transferee Company COMPANY APPLICATION No.45 of 2011 M/s. Supra Pharmaceuticals Private Limited …… Applicant/Transferor Company THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION Nos.44 and 45 OF 2011 COMMON ORDER : M/s. Supra Pharmaceuticals Private Limited (hereinafter referred to as the ‘Transferor Company) and M/s. Yeluri Formulations Private Limited (hereinafter referred to as the ‘Transferee Company’) are the applicants in these two applications respectively. These two applications have been filed under Sections 391 to 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to dispense with the convening of meeting of the shareholders of both the Transferor and Transferee Companies for the purpose of considering the proposed scheme of amalgamation between the said companies. The Transferor Company was incorporated as a Private Limited Company in the State of Andhra Pradesh on 17.01.1997 under the certificate of Incorporation No.01-26209 of 1996-97. The registered office of the Transferor Company is situated at 3rd floor, A.V.M. Towers, beside Siva Parvathi Theatre, Opposite KPHB Kukatpally, Hyderabad- 500 072. The present authorized share capital of the Transferor Company is Rs.2,40,00,000/- divided into 20,00,000 equity shares of Rs.10/- each and 4,00,000 10% preference shares of Rs.10/-each. The present issued, subscribed and paid up capital of the transferor company is Rs.2,00,00,200/- divided into 16,00,020 equity shares of Rs.10/- each fully paid up and 4,00,000 10% preference shares of Rs.10/- fully paid up. The main objects of the Transferor Company have been mentioned in Para No.5 of Company Application No.45 of 2011. The Transferee Company was incorporated as a Private Limited Company in the State of Andhra Pradesh on 15.01.1997 under the certificate of incorporation No.01-26188 of 1996-97. The registered office of the Transferee Company is situated at 3rd floor, A.V.M.Towers, beside Siva Parvathi Theatre, Opposite KPHB Kukatpally, Hyderabad- 500 072. The present authorized share capital of the Transferee Company as on 31.03.2010 is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Transferee Company as on 31.03.2010 is Rs.57,50,200/- divided into 5,75,020 equity shares of Rs.10/- each fully paid up. The main objects of the Transferee Company have been mentioned in Para No.5 of Company Application No.44 of 2011. I have heard Sri V.S.Raju, the learned counsel for the applicant companies and perused the material available on record. It is stated that having proposed a scheme of amalgamation between the Transferor and the Transferee Companies, the Board of Directors of the said companies at their respective meetings held on 27.11.2010 passed resolutions approving the scheme of amalgamation with effect from 01.04.2010 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 both the Company Applications and a copy of the scheme has also been annexed to the Company Applications. It is further stated that the Transferor Company had availed secured loans from the Union Bank of India and term loan from Andhra Pradesh State Financial Corporation and car loan from ICICI Bank Limited. The Transferor Company had also availed unsecured loans from its Directors and also availed sales tax deferment benefit from Government of Andhra Pradesh. The Transferor Company had approached the secured and unsecured creditors for their no objection for the proposed scheme of amalgamation from the said creditors. So far as the Transferee Company is concerned, secured loans from Union Bank of India and term loan from ICICI Bank Limited and car loan from Kotak Mahindra Bank Limited were availed. The Transferee Company had also availed unsecured loans from its Directors and also availed sales tax deferment benefit from Government of Andhra Pradesh. The Transferee Company had approached the secured and unsecured creditors for their no objection for the proposed scheme of amalgamation from the said creditors. Both the Transferor and Transferee companies are an unlisted companies and no investigation or proceedings are pending under Sections 235 & 237 or any other provision of the Act. Having regard to the facts and circumstances noticed above and keeping in view that there are only 6 (six) shareholders each in Transferor and Transferee Companies and all of them have given positive consent by way of affidavits annexed to these applications, I am of the opinion that there is no need for convening the meeting of the shareholders of both the Transferor and Transferee Companies for the purpose of considering the proposed scheme of amalgamation. Accordingly, both the 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: 07.02.2011 Ivd