THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1873 of 2011 Date:14th December, 2011 M/s.Avanti Thai Aqua Feeds Private Limited, a Company incorporated under the Companies Act, 1956, having its Registered Office at G-2, Concorde Apartments, 6-3-658, Somajiguda, Hyderabad – 500 082, rep. by its Director Sri A.Indra Kumar ….Applicant (Transferor Company) **** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1873 of 2011 ORDER: This Company Application has been taken out under Sections 391 and 394 of the Companies Act, 1956, r/w. Rule 9 of the Companies (Court) Rules, 1959, to dispense with convening the meeting of the shareholders of the applicant Company-M/s.Avanti Thai Aqua Feeds Private Limited for the purpose of considering the proposed Scheme of Amalgamation. 2. M/s.Avanti Thai Aqua Feeds Private Limited (hereinafter referred to as ‘the transferor Company’) was incorporated as a private company in the State of Andhra Pradesh on 20.11.2008. Its registered office is situated at G-2, Concorde Apartments, 6-3-658, Somajiguda, Hyderabad – 500 082. The authorized share capital of the transferor company is Rs.7,85,00,000/- divided into 78,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the transferor Company is Rs.7,83,96,000/- divided into 78,39,600 equity shares of Rs.10/- each fully paid up. The main objects of the transferor Company are: To manufacture, produce, make, process, mix, refine, prepare, pack, store, sell, import, export and deal in all kinds of machinery, equipment, medicines, chemicals, feeds, supplements, nutritive and additives used in aquaculture, poultry and live stock and to act as procurers, processors, dealers, importers, representatives, consultants and collaborators in all matters relating to the business of aquatic products, poultry products and other live stock products and their bye products, etc., more fully described in para.5 of the application. 3. M/s.Avanti Feeds Limited (hereinafter referred to as ‘the transferee Company’) was originally incorporated under the name and style of M/s.Avanti Industries Private Limited, on 06.01.1993 in the State of Andhra Pradesh. Later, the company changed its name to M/s.Avanti Industries Limited and obtained a fresh certificate of incorporation on 28.10.1993. Again the company has changed its name to M/s.Avanti Feeds Limited and obtained a fresh certificate of incorporation on 11.11.1994. Its registered office is situated at G-2, Concorde Apartments, 6-3-658, Somajiguda, Hyderabad – 500 082. The authorized share capital of the applicant company is Rs.8,00,00,000/- divided into 80,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.8,00,00,000/- divided into 80,00,000 equity shares of Rs.10/- each. The main objects of the applicant company are: To carry on the business of importers, exporters and manufacturers of and dealers in all kinds of tobaccos, cigars, cigarette filter materials of all descriptions, cigarette shells, slides boxes including printing of whatsoever process and any other articles and things required by or convenient to smokers requisites etc., more fully described in para.10 of the application. 4. The transferor and the transferee Companies are engaged in the business of feed culture etc. Under the proposed scheme of amalgamation, the transferor Company is to be amalgamated with the transferee Company. The Board of Directors of the transferor Company in their meeting held on 24.09.2011 approved the proposed scheme of amalgamation, subject to the approval by the shareholders and by this Court. There are only two shareholders in the transferor Company. Both the shareholders have placed on record their affidavits consenting for the proposed scheme of amalgamation. Hence, this Company Application to dispense with the convening the meeting of the shareholders of the transferor Company. 5. Heard Sri V.S.Raju, learned counsel appearing for the applicant and perused the material brought on record. 6. I have gone through the material placed on record. The Board of Directors of the applicant Company in their meeting held on 24.09.2011 approved the proposed scheme of amalgamation. There are only two shareholders in the transferor Company. Both the shareholders have placed on record their affidavits consenting to the proposed scheme of amalgamation. Therefore, there is no need of convening the meeting of the shareholders of the transferor Company for considering the proposed scheme of amalgamation. 7. In that view of the matter, the Company Application is ordered dispensing with the convening of the meeting of the shareholders applicant Company. No costs. ______________________ B.SESHASAYANA REDDY, J. Date:14th December, 2011. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1873 of 2011 Date:14th December, 2011