THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1541 of 2011 (Dated :28-09-2011) SNP Ventures Private Limited, a company registered under the Companies Act, 1956, having its registered office at Flat No.403, Patel’s Avenue, Road No.11, banjara Hills, Hyderabad – 500034 represented by its authorized signatory Mr.P.Kiran Raju, Hyderabad. …….…Applicant Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1541 of 2011 COMMON ORDER: 1. This application has been taken out under Sections 391 to 394 of the Companies Act, 1956 read with Rule 67 of the Companies (Court) Rules 1959 to dispense with the meeting of the shareholders and unsecured creditors of the applicant company. 2. The applicant company was incorporated as a Limited Company on 29-07-2004 under the provisions of the Companies Act, 1956. The Registered Office of the Applicant Company is situated at Flat No.403, Patel’s Avenue, Road No.11, Banjara Hills, Hyderabad – 500034. 3. The objects of the applicant company is set out in the memorandum of association among others are:- (i) To carry on the business of purchasing, acquiring, taking on lease, or exchanging, developing, selling, giving on lease or otherwise disposing of lands, building, flats and hereditaments of any tenure or description in India or elsewhere, whether for residential, business manufacturing or other purpose; (ii) To carry on the business of constructing, erecting, building, repairing, remodeling, developing and maintaining buildings, structures, houses, apartment, townships, multistoried complexes, landscapes facilities hospitals, schools, places of worships, highways, roads, airports, bridges, flyovers, sub-ways and undertaking other similar construction works. 2. The authorized share capital of the applicant company as on 31-03-2011 was Rs.60,00,00,000/- divided into 60,00,000/- equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the applicant company as on 31-03-2011 was Rs.34,93,08,050/- divided into 3,49,38,005 equity shares of Rs.10/- each. 3. The scheme of arrangement is among the applicant company and other companies namely; SNP Ventures Private Limited, SNP Infrastructure Private Limited, SNP Property Developers Private Limited, SNP Real Estate Private Limited and SNP Developers & Projects Private Limited. The scheme of arrangement relates to (a) Demerger of Hospitality Undertaking of SNP Ventures Private Limited (“SNP Ventures”) to SNP Property Developers Private Limited (“SNP Property”); (b) Demerger of the Residential Undertaking of SNP Ventures Private Limited to SNP Developers and Projects Private Limited (“SNP Developers); (c) Demerger of the Malls Undertaking of SNP Ventures Private Limited to SNP Infrastructure Private Limited (“SNP Infra”) and (d) Demerger of the Commercial and Office Spaces Undertaking of SNP Real Estates Private Limited (“SNP Real Estates”) to SNP Property Developers Private Limited. 4. The Board of Directors passed a resolution on 11.08.2011 resolving the scheme of arrangement. There are only 11 share holders in the applicant company. All the share holders have placed on record their affidavits consenting for the proposed scheme of arrangement. Their affidavits find place at 260 to 261, 263 to 280 and 282 to 283. There are five unsecured creditors. All of them have placed on record their affidavits consenting for the proposed scheme of arrangement. There are no secured creditors of the applicant company. Hence this application to dispense with the meeting of the share holders and unsecured creditors of the applicant company. 5. Heard learned counsel appearing for the applicant company and perused the material brought on record. 6. The applicant company placed on record affidavits of 11 share holders and 5 unsecured creditors consenting for the proposed scheme of arrangement. There are no secured creditors in the applicant company. Since the shareholders and unsecured creditors have placed on record their concerned affidavits consenting the proposed scheme of arrangement, there is no need to convene the meeting of the shareholders and unsecured creditors of the applicant company to consider the proposed scheme of arrangement. 7. Accordingly, the Company Application is ordered dispensing with the convening of the meeting of the share holders and unsecured creditors of the applicant company. _______________________________ JUSTICE B. SESHASAYANA REDDY Date: 28.09.2011 mrb