HON’BLE SRI JUSTICE B.SESHASAYANA REDDY COMPANY APPLICATION No. 363 of 2010 O R D E R: This application has been taken up by M/s. CC Health Care Products Private Limited (hereinafter referred to as ‘Transferor company’) U/Secs. 391 and 394 of the Companies Act 1956 R/w. Rule 9 of the Company (Court) Rules, 1959 to dispense with the convening of the meeting of the shareholders as well as the unsecured creditors of the company. 2. The Transferor Company is incorporated under the provisions of the Companies Act 1956 on 01-07-1987 and subsequently became a deemed public limited company under the provisions of Sec. 43A (2A) of the Companies Act, 1956 with effect from 15-03-1991. The authorized share capital of the Transferor company as on 31-03-2009 was Rs.20,00,000/- . The issued, subscribed and paid up capital is Rs.20,00,000/- comprising Rs.2,00,000/- equity shares of Rs.10/- each fully paid up. The objects of the Transferor Company are detailed in para 5 of the application. 3. The Transferor company is being merged with Colgate-Palmolive (India) Limited (hereinafter referred to as ‘Transferee company’). It was incorporated on 23-09-1937 under the provisions of the Indian Companies Act, 1913. Later on it was converted into a public limited company on 06-10-1978. The authorized share capital of the Transferee Company as on 31.03.2009 was Rs.1,37,00,00,000/- comprising 1,37,00,00,000 Rs.1/- each. The issued, subscribed and paid up capital of the Transferee Company is Rs.13,59,92,817/- comprising 13,59,92,817 equity shares of Rs.1/- each fully paid up. The main objects of the transferee company are set out in para 11 of the application. The Board of Directors of the Transferor Company in their meeting held on 29-03-2010 has passed a resolution approving the proposed scheme of amalgamation. The Transferee company has the entire share holding of the transferor company. Hence this application seeking the reliefs as stated above. 4. Heard the learned counsel for the applicant –Transferor company and perused the material brought on record. 5. It is submitted that there are only 7 shareholders in the Transferor Company and all the 7 shareholders are the nominees of the transferee company. The affidavit of the shareholders has been placed on record at page Nos. 120 to 130 of the material papers. 6. Considering the fact that the Board of Directors of the Transferee company in its meeting held on 1-04-2010 passed a resolution approving the proposed scheme of amalgamation and since the Transferee Company is holding the entire equity shares of the transferor company, there is no need to convene a meeting of the unsecured creditors as well as the equity shareholders of the applicant company. 7. Accordingly, the application is allowed. ____________ 30-04-2010 Mjl/* HON’BLE SRI JUSTICE B.SESHASAYANA REDDY COMPANY APPLICATION No. 363 of 2010 Dated: 30-04-2010 Mjl/*