THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.318 of 2010 Dated:26th April, 2010 IN THE MATTER OF THE COMPANIES ACT (1 OF 1956) AND IN THE MATTER OF SECTIONS 391 AND 394 OF THE COMPANIES CT, 1956 AND M/S.SAKTHI STONE WARES PRIVATE LIMITED (2nd transferor Company) AND IN THE MATTER OF M/S.MAATA CEMENTS LIMITED (1st transferor company) AND M/S. SRI MATA INFRATECH LIMITED (Transferee Company) M/s. Sakthi Stone Wares Private Limited, a company incorporated under the Companies Act, 1956, having its registered office at 503, Topaz Building, Amrutha Hills, Punjagutta, Hyderabad – 500 082, rep. by its Director Sri K. Sambashiva Raju ….Applicant/ 2nd transferor Company **** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.318 of 2010 ORDER: This Company Application has been taken out by M/s. Sakthi Stone Wares Private Limited (hereinafter referred to as ‘the 2nd transferor Company) under Sections 391 and 394 of the Companies Act, 1956, read with Rule 9 of the Companies (Court) Rules, 1959, seeking to dispense with the convening of meeting of shareholders of the 2nd transferor Company. 2. The applicant Company/2nd transferor company was incorporated as a private limited company under the name and style of ‘M/s.Sakthi Stone Wares Private Limited’ on 15.02.1983 in the State of Andhra Pradesh, under Certificate of Incorporation No.3807 of 12982-83 issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. The present authorized share capital of the 2nd transferor company is Rs.25,00,000/- divided into 25,000 equity shares of Rs.100/- each. The issued, subscribed and paid up capital of the 2nd transferor company is Rs.14,31,000/- divided into 14,310 equity shares of Rs.100/- each, fully paid up. The main objects of the 2nd transferor company are to produce, manufacture, refine, prepare, install, import, export, purchase, sell, mine and generally deal in all kinds of stoneware pipes and fittings etc, more fully described in para.5 of the affidavit filed in support of the application. 3. M/s.Maata Cements Limited (hereinafter referred to as ‘the 1st transferor company’) was originally incorporated as a private limited company under the name and style of ‘M/s.Maata Cements Private Limited’ on 06.12.1989, in the State of Andhra Pradesh, under Certificate of Incorporation No.01-10746 of 1989-90 issued by the Registrar of Companies, A.P., Hyderabad. Subsequently, it changed its name to ‘M/s.Maata Cements Limited’ and obtained a fresh certificate of incorporation. The authorized share capital of the 1st transferor company is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the 1st transferor company is Rs.73,93,100/- divided into 7,39,310 equity shares of Rs.10/- each fully paid up. The main objections of the 1st transferor company are to manufacture, produce, sell, purchase and generally to deal in all kinds of cement, clinker, lime, limestone gypsum, and cement products of any description (pipes, poles, asbestos sheets, blocks, tiles, slabs, planks and garden wares) etc. which are more fully described in para.10 of the affidavit filed in support of the application. 4. M/s. Sri Mata Infratech Limited (hereinafter referred to as ‘the transferee company’) was originally incorporated as a limited company under the name and style of M/s.Viswam Cement Limited, on 07.11.1984, in the State of Andhra Pradesh, under Certificate of Incorporation No.5094 of 1984-85 issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. Subsequently, the name of the transferee company was changed to M/s. Sri Mata Infratech Limited and obtained a fresh certificate of incorporation. The present authorized share capital of the transferee company is Rs.18,00,00,000/- divided into 1,80,00,000 equity shares of Rs.10/- each. The issued capital of the company is Rs.12,59,75,000/- divided into 1,25,97,500 equity shares of Rs.10/- each, fully paid. The main objects of the transferee company are to produce, manufacture, refine, prepare, import, export, purchase, sell and generally to deal in all kinds of Portland cement etc., more fully described in para.15 of the affidavit filed in support of the application. 5. Heard learned counsel appearing for the applicant Company and perused the affidavit filed in support of the application. 6. The two transferor companies are being merged with the transferee company with the proposed scheme of amalgamation. There are only two shareholders in the 2nd transferor company. Both of them have given their affidavits indicating their consent to the proposed scheme of amalgamation. Their affidavits have been placed on record along with the material papers at page Nos.216 and 217. In view of the above, I am of the considered opinion that there is no necessity of convening of meeting of the shareholders of the 2nd transferor company, for the purpose of considering the proposed scheme of amalgamation. 7. Accordingly, the Company Application is allowed and convening of the meeting of the shareholders of the 2nd transferor company is dispensed with. ______________________ B.SESHASAYANA REDDY, J. Date:26th April, 2010. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.318 of 2010 Dated:26th April, 2010