THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION No.224 OF 2011 Dated: 18.03.2011 Between : M/s. Shree Malani Industries Private Limited …… Applicant/Transferor Company The Court made the following :- THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION No.224 OF 2011 O R D E R : M/s. Shree Malani Industries Private Limited (hereinafter referred to as the ‘Transferor Company) filed this application under Sections 391 and 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to dispense with the convening of meeting of its shareholders for the purpose of considering the proposed scheme of amalgamation between the said company and M/s. Centuary Fibre Plates Private Limited (hereinafter referred to as the ‘Transferee Company’). The Transferor Company was originally incorporated as a private limited company on 06.12.1996, in the State of Andhra Pradesh vide certificate of incorporation No.01-25896 of 1996-97. The registered office of the Transferor Company is situated at 35, Mahatma Gandhi Road, Secunderabad-500 003. The present authorized share capital of the Transferor Company is Rs.3,00,00,000/- divided into 3,00,000 equity shares of Rs.100/- each. The present issued, subscribed and paid-up capital of the Transferor Company is Rs.1,99,90,000/- divided into 1,99,900 equity shares of Rs.100/- each which is entirely held by the Transferee Company. The main objects of the Transferor Company have been mentioned in Para No.5 of this Company Application. The Transferee Company was originally incorporated as a private limited company in the State of Andhra Pradesh on 17.04.1986 under certificate of incorporation No.6389 of 1986-87. The registered office of the Transferee Company is also situated at 35, Mahatma Gandhi Road, Secunderabad-500 003. The present authorized share capital of the Transferee Company is Rs.24,00,000/- divided into 24,000 equity shares of Rs.100/- each and the issued, subscribed and paid-up capital of the Transferee Company is Rs.21,00,000/- divided into 21,000 shares of Rs.100/- each fully paid-up. The main objects of the Transferee Company have been mentioned in Para No.10 of this Company Application. It is stated that having proposed amalgamation between the Transferor and the Transferee Companies, the Board of Directors of both the companies at their respective meeting held on 12.02.2011 passed resolutions approving the scheme of amalgamation with appointed date as 01.04.2011, subject to the approval/consent of the shareholders and confirmation by this Court. The salient features of the scheme of amalgamation have been enumerated in the Company Application and a copy of the scheme has also been annexed to the Company Application. It is also stated that the Transferor Company is 100% subsidiary company of the Transferee Company, which are interested in the scheme of amalgamation. It is stated that there are only two (2) shareholders in the Transferor Company and both of them had given their consent by way of affidavits to the proposed scheme of amalgamation. The list of shareholders and the consent affidavits dated 17.02.2011 made by them have been enclosed to the company application as Annexure- A6. So far as the creditors are concerned, it is stated that the Transferor Company had availed secured loans from Union Bank of India and APSFC and unsecured loans from the Transferee Company. The Transferor Company had approached the secured and unsecured creditors for their no objection for the proposed scheme of amalgamation from the said creditors. It is stated that the Transferor and Transferee Companies are unlisted companies and no investigations or proceedings are pending under Sections 235 and 237 or other provisions of the Act or any other statute against the Transferor Company. Hence, this application to dispense with the convening of the meeting of the shareholders of the applicant company for the purpose of considering the proposed scheme of amalgamation. I have heard Sri V.S.Raju, the learned counsel for the applicant company and perused the material available on record. Having regard to the facts and circumstances noticed above and keeping in view that there are only 2 (two) shareholders in the Transferor Company and both of them have given positive consent by way of affidavits annexed to this application, I am of the opinion that there is no need for convening the meeting of the shareholders of the Transferor Company for the purpose of considering the proposed scheme of amalgamation. Accordingly, the Company Application is allowed as prayed for and convening of meeting of the shareholders of the applicant company is dispensed with. __________ G. ROHINI, J Date: 18.03.2011 Ivd