IN THE HIGH COURT OF JUDICATURE, ANDHRA PRADESH AT HYDERABAD FRIDAY, THE EIGHTH DAY OF OCTOBER TWO THOUSAND AND TEN HON’BLE SRI JUSTICE G. BHAVANI PRASAD Company Application No.774 of 2010 Between: M/s. Pasura Bio-Tech Private Limited, a company Incorporated under the Companies Act, 1956, having its registered Office at Coromandal House, Secunderabad. ..Applicant AND NIL .. Respondent ORDER: The Company Application under Sections 391 to 394 of the Companies Act, 1956, is for dispensing with the meetings of the equity shareholders, secured creditors and unsecured creditors of the applicant Company. The applicant/Transferor Company submitted that it was incorporated on 27-5-1998 with a subsequent change of name on 23-03-2001 with its registered office at S.P. Road, Secunderabad. The Company has an authorized share capital of Rs.1,00,00,000/- divided into Rs.10,00,000/- equity shares of Rs.10/- each and has a subscribed and paid up capital of Rs.81,84,750/- divided into fully paid up equity shares of Rs.10/- each. The main objects of the Company as per the Memorandum and Articles of Association are to carry on business to manufacture, process, formulate etc., of Micronutrients, pesticides, fertilizers etc., and for other related and ancillary activities concerning such projects. The Company also has as its object research and development work by setting up laboratories and other facilities. The latest audited annual accounts of the Company for the period ending with 31-03-2010 are annexed to the application. The Transferee Company/Coromandel Fertilizers Private Limited was originally incorporated on 16-10-1961, converted into a public limited company on 16-04-1964 and adopted the present name on 23-09-2010. The authorized share capital of the Transferee Company is Rs.35,00,00,000/- with Rs.28,05,46,488/- being the subscribed and paid up capital divided into Rs.17,50,00,000/- equity shares of Rs.2/- each. The Transferee Company has as its main objects as per the Memorandum and Articles of Association are manufacturing, refining and preparation of all kinds of fertilizers and chemicals and other related activities. The latest audited annual accounts of the Transferee Company for the period ending with 31-03-2010 are also enclosed to the application. The Boards of Directors of the Transferor and Transferee Companies in their meetings on 22-07-2010 approved the scheme of amalgamation and the Transferor Company is a wholly owned subsidiary of the Transferee Company. The scheme is intended to strengthen the existing business, better administrative control and reduce the overall cost of operation. There is no irregularity or mismanagement in the affairs of the companies. The unsecured creditors of the Transferor Company are no way affected. The Transferor Company has no secured creditors. The National Stock Exchange and Bombay Stock Exchange in which the Transferee Company is listed gave their no objection. There are no proceedings under any provisions of the Companies Act against either Company and under the circumstances, the Transferor Company requested for the reliefs sought for herein. On a scrutiny of the application and the material papers annexed thereto by Sri M. Anil Kumar, learned counsel for the Official Liquidator, on the request of the Court, proof of discharge of the secured loan shown in the audited account as on 31-03- 2010 was required to be furnished. On behalf of applicant-Transferor Company, the authorized signatory has filed an affidavit into the Court along with a “No Due Certificate” from Vijaya Bank stating that all the loan accounts of the Transferor Company were closed with Vijaya Bank and there are no dues or liability to Vijaya Bank as on date. Therefore, there appeared no legal or factual impediment for considering the request made by the applicant. Accordingly, the meetings of the equity shareholders, secured creditors and unsecured creditors of the applicant Company are dispensed with and this Company Application is allowed. _____________________ G. BHAVANI PRASAD, J Date: 08-10-2010 Ksn