THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1665 of 2011 Date: 04-11-2011 M/s.NSL SEZ (Chennai) Private Limited, a Company registered under the Companies Act, 1956, having its registered office at NSL ICON, Door No.8-2-684/2/A, Plot Nos.1 to 4, Road No.12, Banjara Hills, Hyderabad, rep. by tis Director Sri K.Ramakoteswar Rao Applicant/Transferor Company *** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1665 of 2011 ORDER: This Company Application has been taken out under Sections 391 and 394 of the Companies Act, 1956, to dispense with the convening of the meeting of the shareholders of the applicant Company-M/s.NSL SEZ (Chennai) Private Limited. 2. M/s.NSL SEZ (Chennai) Private Limited (hereinafter referred to as ‘the transferor Company’) was originally incorporated under the name and style of M/s.Zillion Estates Private Limited in the State of Andrha Pradesh, on 05.12.2001 under the Certificate of Incorporation No.38151 of 2001-2002. Later on the transferor Company had changed its name to its present name i.e. M/s.NSL SEZ (Chennai) Private Limited and obtained fresh Certificate of Incorporation from the Registrar of the Companies, Andhra Pradesh, on 12.06.2007. The registered office of the transferor Company is situated at NSL ICON, Door No.8-2-684/2/A, Plot Nos.1 to 4, Road No.12, Banjara Hills, Hyderabad – 500 034. The authorized share capital of the transferor Company is Rs.7,50,00,000/- divided into 75,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.7,49,99,110/- divided into 74,99,911 equity shares of Rs.10/- each fully paid up. The main objects of the transferor Company are: To carry on the business of real estate promoters to purchase land, to layout, convert and develop the housing plots, commercial plots and industrial plots and sell them on out right sale basis or by, any mode or method which is convenient and suitable to the company etc., more fully described in para.5 of the application. 3. M/s.Serene Estates Private Limited (hereinafter referred to as ‘the transferee Company’) was incorporated under the name and style of ‘Serene Estates Private Limited’, in the State of Andhra Pradesh, on 04.01.2006, under Certificate of Incorporation No.01-48675 of 2005- 06. The registered office of the transferee Company is situated at NSL ICON, Door No.8-2-684/2/A, Plot Nos.1 to 4, 4th Floor, Road No.12, Banjara Hills, Hyderabad – 500 034. The authorized share capital of the transferee Company is Rs.6,01,00,000/- divided into 60,10,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.6,01,00,000/- divided into 60,10,000 equity shares of Rs.10/- each. The main objects of the transferee Company are: To carry on the business of Real estate Builders, Developers, Promoters, Architects, Supervisors, Contractors/Consultants, Dealers and Agents for a real estate including development of townships and sale of plots etc., more fully described in para.10 of the application. 4. The transferor Company is a hundred per cent subsidiary of the transferee Company. The Board of Directors of the transferor Company and the transferee Company at their respective meetings held on 12.09.2011 approved the scheme of amalgamation of the transferor Company with the transferee Company with effect from 30.03.2011, subject to the approval/consent of the shareholders and confirmation by the High Court of A.P., Hyderabad. 5. There are only two shareholders in the transferor Company. Both the shareholders of the transferor Company placed on record their notarized affidavits consenting for the proposed scheme of amalgamation. Their notarized affidavits find place at page Nos.141 and 145 of the material papers. Hence, this Company Application to dispense with the meeting of the shareholders of the transferor Company. 6. Heard learned counsel appearing for the applicant Company and perused the material brought on record. 7. There are only two shareholders in the transferor Company. Both the shareholders placed on record their notarized affidavits consenting for the proposed scheme of amalgamation. In view of the notarized affidavits of the two shareholders, I am of the considered opinion that there is no necessity to convene the meeting of the shareholders of the applicant Company for the purpose of considering the proposed Scheme of Amalgamation. Hence, convening the meeting of the shareholders of the applicant Company is dispensed with 8. Accordingly, the Company Application is ordered. No costs. _____________________ B.SESHASAYANA REDDY, J Date:04th November, 2011. CS THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1665 of 2011 Date: 04-11-2011