THE HON’BLE SRI JUSTICE V.V.S.RAO COMPANY APPLICATION Nos.1103, 1104, 1105, 1106, 1107, 1108, 1109, 1110, 1111 and 1112 of 2009 Dated:05.10.2009 Between: Skylight Hotels Private Limited, Secunderabad, And others. (Transferor Companies) and Apeejay Surrendra Part Hotels Limited, Bangalore. (Transferee Company) THE HON’BLE SRI JUSTICE V.V.S.RAO COMPANY APPLICATION Nos.1103, 1104, 1105, 1106, 1107, 1108, 1109, 1110, 1111 and 1112 of 2009 COMMON ORDER: All these Company Applications are filed by way of Judge’s summons under Section 391(1) of the Companies Act, 1956, praying this Court to dispense with the requirement of convening the meeting of shareholders. The financial structures of these companies is as follows. Sl.No Name of the transferor company Company Application No. Date of incorporation/registration Authorized Capital*(Rs.) Issued, subscribed and Paid up Capital*(Rs.) 1 Skylight Hotels Private Limited 1103 of 2009 25.09.2003 1,00,000/- 1,00,000/- 2 Skylight Properties Private Limited 1104 of 2009 25.09.2003 1,00,000/- 1,00,000/- 3 Rooshna Hotels Private Limited 1105 of 2009 25.09.2003 1,00,000/- 1,00,000/- 4 Rooshna Estates Private Limited 1106 of 2009 25.09.2003 1,00,000/- 1,00,000/- 5 Oak Park Hotels Private Limited 1107 of 2009 25.09.2003 1,50,00,000/- 97,00,000/- 6 Orchard Park Hotels Private Limited 1108 of 2009 13.06.2003 1,50,00,000/- 90,00,000/- 7 Chelsea Hotels Private Limited 1109 of 2009 13.06.2009 1,50,00,000/- 1,14,00,000/- 8 Lake Park Hotels Private Limited 1110 of 2009 13.06.2009 1,50,00,000/- 1,14,00,000/- 9 Innsignia Hotels Private Limited 1111 of 2009 12.05.2003 1,50,00,000/- 1,14,00,000/- 10 Lake Plaza Hotels Limited 1112 of 2009 12.05.2003 2,00,00,000/- 1,80,00,000/- The applicants herein are companies incorporated under the Companies Act. All the companies have their Registered Office at DBS Centre, 1-7-43 to 46, S.P.Road, Secunderabad – 500082. All of them are subsidiaries of M/s.Apeejay Surrendra Park Hotels Limited, Bangalore (hereinafter called, transferee company). The said transferee company has also got two other subsidiaries incorporated in the State of Maharastra. Be that as it is, the respective Boards of Directors of the transferor companies and transferee company approved a scheme of amalgamation whereunder all the transferor companies are proposed to be amalgamated with the transferee company. As required under Section 391(1) of the Companies Act, the shareholders have to consider and approve the scheme of amalgamation. However, in view of the following, these applications are moved seeking to dispense with the requirement of convening the meeting of shareholders. In paragraph 10 of the applications the justification for filing the applications is mentioned as follows. All the transferor companies are wholly owned subsidiaries of the transferee company. The entire share holding is held by the transferee company and its nominees. These shareholders have given their consent in the form of affidavits to the proposed scheme of amalgamation, and therefore, it would be a futile and superfluous exercise again to convene the meeting of shareholders. Along with the applications Sri Vijay Dewan, one of the shareholders of the transferor companies, has filed affidavit according consent to the said scheme of amalgamation. One Ashoke Ghosh, authorized signatory of transferee company which holds the entire holding in the respective transferor companies, has also filed affidavit on behalf of the transferee company according sanction to the scheme of amalgamation. Insofar as transferor company No.10 is concerned, namely, Lake Plaza Hotels Limited, there are six shareholders and all of them have given affidavits according consent. These affidavits are annexed at page Nos.203 to 214 to Company Application No.1112 of 2009. In these circumstances, this Court is convinced that the requirement of convening the meeting of shareholders is again not required. Accordingly, all these Company Applications are ordered. Convening of meeting of shareholders of each of the transferor companies is dispensed with on condition of the transferor companies paying a sum of Rs.3,000/- (Rupees three thousand only) each to the Chief Justice Relief Fund within a period of one week from the date of receipt of a copy of this order. ____________ (V.V.S.RAO, J) 05.10.2009 vs