THE HON'BLE SRI JUSTICE B.SESHASAYANA REDDY Company Applications No.982 and 983 of 2011 26th August, 2011 Between :- Company Application No.982 of 2011 Shafali Constructions Private Limited, Rep.by its Director – Mrs.Meera Mehra .. Applicant And Company Application No.983 of 2011 Shafali Fabrics Private Limited Rep.by its Managing Director – Mrs.Meera Mehra .. Applicant THE HON'BLE SRI JUSTICE B.SESHASAYANA REDDY Company Applications No.982 and 983 of 2011 COMMON ORDER:- These two applications have been filed under Section 391 and 394 of the Companies Act, 1956 read with Rule 67 of the Companies (Court) Rules, 1959, to dispense with the meeting of the Equity Shareholders to consider the Scheme of Arrangement for demerger. More precisely, Shafali Constructions Private Limited (hereinafter referred to as ‘the Resulting Company’) is the applicant in C.A.No.982 of 2011 and whereas Shafali Fabrics private Limited (hereinafter referred to as ‘the Transferor Company’) is the applicant in C.A.No.983 of 2011. The Transferor Company was incorporated on 27-6-1978 under the provisions of the Companies Act, 1956. The Registered Office of the Company is situated at 8-3-236/1, Yousufguda, Hyderabad. The authorized share capital of the Company as on 31-3-2011 was 1,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up capital was 20,000 equity shares of Rs.10/- each. The objects of the Transferor Company as set out in the Memorandum of Association are:- to carry on the business of manufacturers, producers, processors, designers, exporters, importers, wholesalers and retailers etc., more fully described in para 5 of the C.A.No.983 of 2011. The Resulting Company was incorporated on 19-7-2011 under the provisions of the Companies Act, 1956. The authorized share capital of the Company as on 19-7-2011 was 50,000 Equity Shares of Rs.10/- each. The Issued, Subscribed and Paid-up capital as on 19-7- 2011 was 10,000 Equity Shares of Rs.10/- each. The objects of the Resulting Company as set out in its Memorandum of Association are:- to carry on the business and activities of real estate purchase, construction, development and sale of townships, information technology parks, bio-technology parks, entertainment parks, shopping complexes, commercial complexes, industrial complexes, hotels, resorts, hostels and leisure theme parks, multiplexes, cinema halls, residential complexes, educational institutions and hospital in India and abroad, more fully described in para 10 of C.A.No.983 of 2011. The proposed Scheme of Arrangement envisages the spin off the property development business with the concomitant assets, proportionate reserves and share capital as a going concern into a newly formed Company Shafali constructions Private Limited for achieving independent focus in this area. Upon completion of the process of demerger, the Transferor Company would continue to focus on existing line of business and the Resulting Company would undertake the property development business. The terms and conditions for the said arrangement have been detailed in para 16 of the C.A.No.983 of 2011. The Board of Directors of the Transferor Company in the meeting held on 22-7-2011 approved the proposed Scheme of Arrangement. The Board of Directors of the Resulting Company in the meeting held on 1-8-2011 also approved the Scheme of Arrangement. There are only ‘2’ Equity Shareholders in the Transferor Company and the Resulting Company. The Equity Shareholders have placed on record their consent for the proposed Scheme of Arrangement. There are no secured or unsecured creditors in the Resulting Company. There are no secured creditors in the Transferor Company. There is only one unsecured creditor in the Transferor Company and he placed his consent letter, which finds place at page No.92 in C.A.No.983 of 2011. Hence, these applications to dispense with the meeting of the shareholders of the Transferor Company and the Resulting Company. Heard learned Counsel appearing for the applicant Companies. Learned Counsel appearing for the applicant Companies submits that there are only ‘2’ Equity Shareholders in the Transferor Company and the Resulting Company and that the Equity Shareholders of both the applicant Companies have placed their affidavits consenting for the proposed Scheme of Arrangement. It is also submitted by the learned Counsel that there is only one unsecured creditor in the Transferor Company and the said unsecured Creditor has placed his consent letter, which finds place at page No.92 in C.A.No.983 of 2011. Since the Board of Directors of both the Companies passed resolutions approved the proposed Scheme of Arrangement and the shareholders of both the Companies have placed on record their consent affidavits, there is no need of convening the meeting of the shareholders to consider the proposed Scheme of Arrangement. In that view of the matter, the applications are ordered dispensing with the convening of the meeting of the Equity Shareholders of the applicant companies. So also the meeting of convening of unsecured creditors in the Company Application No.983 of 2011 is also dispensed with. Accordingly, both the Company Applications are ordered. _________________________ B.Seshasayana Reddy, J 26th August, 2011 smr