THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.981 of 2011 Date:25th August, 2011 M/s.Pankaj Polypack Limited, a Company incorporated under the Companies Act, 1956, having its Registered Office at 5th Floor, Surya Towers, Sardar Patel Road, Secunderabad – 500 003, A.P., rep. by its Director Sri Niraj Goel. ….Applicant (Resulting/Transferee Company) **** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.981 of 2011 ORDER: This Company Application has been taken out by M/s.Pankaj Polypack Limited under Sections 391 and 394 of the Companies Act, 1956, seeking to dispense with the convening of the meeting of the shareholders of the applicant Company. 2. M/s.Pankaj Polypack Limited (hereinafter referred to as ‘the resulting/transferee Company) was originally incorporated as a private limited company under the name and style of M/s.Pankaj Polypack Private Limited on 07.02.2011 in the State of Andhra Pradesh, Hyderabad. Later on it changed its name to M/s.Pankaj Polypack Limited and obtained a fresh Certificate of Incorporation issued by the Registrar of Companies, Andhra Pradesh, Hyderabad, on 28.02.2011. The authorized share capital of the resulting/transferee Company as on 31.03.2011 was Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital as on 31.03.2011 was Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The main objects of the resulting/transferee Company are: To carry on the business as manufacturers, processors, dealers, contractors, agents, suppliers, stockiest, representatives, engineers, designers, consultants for any or all of plastics such as Woven Sacks, Monofilament yarn, polyester yarn etc., more fully described in para.6 of the application. 3. M/s.Pankaj Polymers Limited (here-in-after referred to as ‘the transferor Company’) was originally incorporated as a public limited company under the name and style of M/s.Pankaj Industries Limited on 24.06.1992 with Certificate of Incorporation No.01-14419 of 1992- 93 in the State of Andhra Pradesh, at Hyderabad. Later, it changed its name to M/s.Pankaj Polymers Limited and obtained fresh Certificate of Incorporation issued by the Registrar of Companies, Andhra Pradesh, Hyderabad, on 05.07.1995. The authorized share capitl of the transferor Company as on 31.03.2011 was Rs.15,00,00,000/- divided into 1,50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital as on 31.03.2011 was Rs.5,54,39,000/- divided into 55,43,900 equity shares of Rs.10/- each. The main objects of the transferor Company are: To carry on the business as manufacturers, processors, dealers, contractors, agents, suppliers, stockists, representatives, engineers, designers, consultants for any or all of plastics such as Woven Sacks, monofilament yarn, polyester yarn, polypropylene yarn, ropes, twines, chair cane, household articles, industrial items and/or rubber goods including the business of resigns and moulding compounds such as ABS, Acetal, Alkyd, Cellulose, Acetate, CAB, Cross-linked thermoplastics, etc., more fully described in Para.6 of the application. 4. The transferor Company has three divisions viz., 1)HDPE/Woven Sacks Division; 2) PP Disposable / PP Sheets Division; 3) Plastic Moulded Industrial Accessories Division. As per the scheme of arrangement, one of the transferor Company’s division i.e., PP Disposable/PP Sheets Division is being demerged with the resulting/transferee Company. It is stated in the application that in order to achieve operational, managerial and administrative efficiencies and with a view to concentrate on the focused business, the Board of Directors of the transferor Company and the resulting/transferee Company have decided to demerge PP Disposable/PP Sheets Division of the transferor Company, together with all the assets and liabilities of such undertaking as on appointed date, into the resulting/transferee Company. The Board of Directors of the transferor and resulting/transferee Companies in their respective meetings held on 01.06.2011 approved the scheme of arrangement. 5. There are seven shareholders in the resulting/transferee company. All the seven shareholders of the resulting/transferee company have placed on record their notarized affidavits, which find place at page Nos.142 to 155 of the material papers. Hence, this application by the resulting/transferee Company seeking the prayer stated supra. 6. Heard learned counsel appearing for the resulting/transferee Company and perused the material brought on record. 7. Learned counsel appearing for the resulting/transferee Company submits that the Board of Directors of the resulting/transferee Company in its meeting held on 01.06.2011 have passed resolution approving the proposed scheme of arrangement and that the shareholders of the resulting/transferee company have placed on record their notarized affidavits consenting for the proposed scheme of arrangement and therefore, convening the meeting of the shareholders of the resulting/transferee Company is required to be dispensed with. 8. I have gone through the resolution passed by the Board of Directors and also the notarized affidavits of the shareholders of the resulting/transferee Company. The Board of Directors of the resulting/transferee Company have passed resolution giving their consent for the proposed scheme of arrangement. The shareholders of the resulting/transferee Company also placed on record their notarized affidavits consenting for the proposed scheme of arrangement. In that view of the matter, there is no need of convening the meeting of the shareholders of the resulting/transferee Company. 9. Accordingly, the Company Application is allowed dispensing with the holding of the meeting of the shareholders of the applicant Company. No costs. ______________________ B.SESHASAYANA REDDY, J. Date:25th August, 2011. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.981 of 2011 Date:25th August, 2011