THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1542 of 2011 (Dated : 28-09-2011) Between: SNP Infrastructure Private Limited ….Applicant THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1542 of 2011 ORDER: This company application has been taken out by SNP Infrastructure Private Limited under Sections 391 to 394 of the Companies Act, 1956 read with Sections 100 to 104 of the Companies Act read with Rule 67 of the Companies (Court) Rules, 1959 to dispense with the meeting of the shareholders of the applicant company for the purpose of considering the proposed scheme of arrangement. 2. The applicant company was incorporated on 15-7-2004. The registered office of the applicant company is situated at Flat No.403, Patel’s Avenue, Road No.11, Banjara Hills, Hyderabad– 500 034. The objects of the applicant company, as set out in the memorandum of association are:- (a) To carryon the business of purchasing, acquiring, taking on lease, or exchanging, developing, selling, giving on lease or otherwise disposing of lands, buildings, flats and hereditaments of any tenure or description in India or elsewhere, whether for residential, business manufacturing or other purposes. (b) To carry on business of constructing, erecting, building, repairing, remodeling, developing and maintaining buildings, structures, houses, apartment, townships, multistoried complexes, landscapes facilities hospitals, schools, places of worships, highways, roads, airports, bridges, flyovers, sub-ways and undertaking other similar construction works. 3. The authorized share capital of the applicant company as on 31st March 2011 was Rs.150,00,00,000/- divided into 15,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant company as on 31st March 2011 was Rs.130,83,82,000/- divided into 13,08,38,200 equity shares of Rs.10/- each. 4. The applicant company entered into a scheme of arrangement with SNP Ventures Private Limited, SNP Infrastructure Private Limited, SNP Property Developers Private Limited, SNP Real Estate Private Limited and SNP Developers and Projects Private Limited. The proposed scheme of arrangement reads as hereunder:- a) Demerger of the Hospitality Undertaking of SNP Ventures Private Limited to SNP Property Developers Private Limited b) Demerger of the Residential Undertaking of SNP Ventures Private Limited to SNP Developers and Projects Private Limited c) Demerger of Malls Undertaking of SNP Ventures Private Limited to SNP Infrastructure Private Limited and d) Demerger of the Commercial and Office Spaces Undertaking of SNP Real Estates Private Limited to SNP Property Developers Private Limited. 5. The proposed scheme of Arrangement is in the interest of all the companies involved and their respective shareholders, employees and all concerned. The scheme does not affect the interest of the workers, employees of the applicant company as their services shall be deemed to have been continuous and uninterrupted. 6. The Board of Directors of the applicant company at its meeting held on 11-8-2011 approved the scheme of arrangement, subject to the approval by the shareholders. 7. There are fifteen shareholders in the applicant company and all the shareholders of the applicant company have given their consent to the proposed scheme of arrangement by way of affidavits. Their sworn affidavits find place at page No.256 to 290 of the material papers. The applicant company does not have any secured creditors. The applicant company has six unsecured creditors and all of them have given their consent for the proposed scheme of arrangement by way of affidavits. 8. Heard learned counsel appearing for the applicant and perused the material brought on record. 9. As seen from the material placed on record, all the shareholders and unsecured creditors have placed on record their notarized affidavits, according their consent for the proposed scheme of arrangement. In view of their affidavits, I am of the considered opinion that there is no necessity to convene the meeting of the shareholders and unsecured creditors of the applicant company for the purpose of considering the proposed Scheme of Arrangement. 10. Hence, convening the meeting of the shareholders, secured and unsecured creditors of the applicant company is dispensed with. 11. Accordingly, the Company Application is allowed. _____________________ B.SESHASAYANA REDDY, J Dt. 28-09-2011 *RAR