THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.1689 & 1690 of 2011 (Dated: 18-11-2011) Between: M/s. Pragati Flexo Private Limited Represented by its Director Shri P.Mahendra (Applicant in C.A.No.1689 of 2011) M/s. Pragati Pack (India) Private Limited Rep. by its Director Shri P.Mahendra (Applicant in C.A.No.1690 of 2011) ...Applicants THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.1689 & 1690 of 2011 COMMON ORDER: These two company applications have been taken out under Section 391 and 394 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959 to dispense with convening the meeting of the shareholders of the applicant companies. M/s. Pragati Flexo Private Limited (hereinafter referred to as “the Transferor Company”) is the applicant in Company Application No.1689 of 2011. M/s. Pragati Pack (India) Private Limited (hereinafter referred to as “the Transferee Company”) is the applicant in Company Application No.1690 of 2011. The Transferor Company was originally incorporated under the name and style of M/s. Pragati Thermoform Private Limited on 24th April, 2001 under certification of Incorporation No.01-36609 of 2001- 02 in the State of A.P. Later on, it had changed its name to M/s. Pragati Flexo Private Limited and obtained a fresh certificate of incorporation from the Registrar of Companies, Andhra Praadesh, Hyderabad on 5th September, 2005. The registered office of the Transferor Company is situated at 17, Red Hills, Hyderabad, Andhra Pradesh. The authorised share capital of the Transferor company is 50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Transferor company is Rs.11,00,000/- divided into 1,10,000 equity shares of Rs.10/- each fully paid up. The main objects of the Transferor company are (1) to carry on the business of printing & packing activity , flexo, prints, cartons, manufacturers, label, sticker manufacturers and dealers in all the scheme products and/or otherwise in any way deal in all types of printing and packing materials. (2) To manufacture and/or otherwise deal in all types of packing materials made of materials such as card boards, plastic , fiber or any other material to be used in packing of different types and varieties of solid, liquid and/or other products. The Transferee Company was originally incorporated under the name and style of M/s. Pragati Flexcartons Private Limited on 24th day of April, 2001 in the State of A.P. Later on, it had changed its name to M/s. Pragati Pack (India) Private Limited and obtained a fresh certificate of Incorporation on 10th September, 2004. The registered office of the Transferee company is situated at 17, Red Hills, Hyderabad, Andhra Pradesh. The authorised share capital of the Transferee company as on 31st March 2011 is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Transferee company as on 31st March 2011 is Rs.45,50,000/- divided into 4,55,000 equity shares of Rs.10/- each. The main objects of the Transferee Company are: 1) to carry on the business of printing & packing activity, publishers, stationers, lithographers, offset printing, manufacturers engavers, book binders, designers, stationery manufacturers, machine rules, card board manufacturers cartons manufacturers, dealers in all the above products and/or otherwise in any way deal in all types of printing and packing materials. 2)To publish, and/or otherwise assist in compilation, composition or publishing of books pamphlets, magazines, journals and/or similar products on its own or through outside experts. The Transferor Company is proposed to be merged with the Transferee Company. According to the applicants, by merging the Transferor Company with the Transferee company, there will be synergy of operations and the diversification of the operations of the Transferee Company is possible, and also the administrative and over head costs can be saved which will give more financial edge and cost effectiveness. The Board of Directors of the Transferor and Transferee Companies at their respective meetings held on 31-10-2011 approved the scheme of amalgamation with effect from 01-4- 2011, subject to the approval/consent of the shareholders and confirmation by this Court. There are only three shareholders in the Transferor Company and they have given their consent to the proposed scheme of amalgamation. Their affidavits have been placed on record, vide page Nos.108 to 112 of Company Application No.1689 of 2011. There are no secured creditors in the Transferor Company. Pragati Offset Pvt. Limited is the unsecured creditor. The consent letter has been placed on record, which finds place at Page No.113 of Company Application No.1689 of 2011. There are only two shareholders in the Transferee Company and they have given their consent through affidavits for the proposed scheme of amalgamation. Their affidavits finds place at Page Nos.108 to 111 of Company Application No.1690 of 2011. There are no secured creditors in the Transferee Company. Pragati Offset Pvt. Ltd. and Pragati Flexo Pvt. Ltd. are the unsecured creditors. They have placed on record their no objection letters for the proposed scheme of amalgamation. Hence, these two applications have been filed to dispense with the meeting of the shareholders. Heard learned counsel appearing for the applicants and perused the material brought on record. The Board of Directors of the applicant companies in their respective meetings held on 31-10-2011 considered the proposed scheme of amalgamation and passed resolutions approving the scheme. The shareholders in the applicant companies placed on record their affidavits approving the proposed scheme of amalgamation. In that view of the matter, there cannot be any impediment to dispense with the convening of the meeting of the shareholders of the applicant companies to consider the proposed scheme of amalgamation. Accordingly, the applications are ordered. No order as to costs. _____________________ B.SESHASAYANA REDDY, J Dt.18-11-2011 RAR THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.1689 & 1690 of 2011 (Dated : 18-11-2011)