THE HON'BLE Ms. JUSTICE G.ROHINI COMPANY APPLICATION No. 1566 OF 2010 Dated: 29.12.2010 Between: M/s. Netlink Technologies Limited ..... Applicant The Court made the following : THE HON'BLE Ms. JUSTICE G.ROHINI COMPANY APPLICATION No. 1566 OF 2010 ORDER : This application is filed under Sections 391 and 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to dispense with the meeting of the shareholders of the applicant company. The applicant company is M/s. Netlink Technologies Limited (hereinafter referred to as the Transferor Company). The said company was originally incorporated as a Public Limited Company on 02.08.2000 in the State of Tamilnadu vide certificate of incorporation No.18-45486 of 1999-2000 and obtained certificate of commencement of business pursuant to Section 149(3) of the Act on 15.01.2001. Later on the company had shifted its registered office from the State of Tamilnadu to the State of Andhra Pradesh and the same was approved by the Company Law Board, Southern Region, Chennai on 08.12.2008. Accordingly, a certificate of registration consequent on change of the registered of the company from the State of Tamilnadu to the State of Andhra Pradesh was issued by the Registrar of Companies, Andhra Pradesh, Hyderabad on 11.06.2009. The registered office of the Transferor Company is situated at No.36, Sarojini Devi Road, Secunderabad. The authorised share capital of the Transferor Company as on 31.03.2010 is Rs.4,00,00,000/- divided into 4,00,000 equity shares of Rs.100/- each. The issued, subscribed and paid up capital of the applicant company is Rs.3,58,21,000/- divided into 3,58,210 equity shares of Rs.100/- each, fully paid up. The entire issued, subscribed and paid up share capital is held by the Deccan Chronicle Holdings Limited and its nominees. The main objects of the Transferor Company have been specified in Para No.5 of the present Application. M/s. Deccan Chronicle Holdings Limited (hereinafter referred to as the Transferee Company) was incorporated on 16.12.2002 in the State of Andhra Pradesh under Certificate of Incorporation No. 40110 of 2002-03 and obtained commencement of business certificate on 30.12.2002. The registered office of the Transferee Company is also situated at No.36, Sarojini Devi Road, Secunderabad. The authorised share capital of the Transferee Company is Rs.70 crores divided into 3.5 crores equity shares of Rs.2/- each. The present issued, subscribed and paid up share capital of the Transferee Company is Rs.48,69,44,438/- divided into 24,34,72,219 equity shares of Rs.2/- each fully paid. The objects of the Transferee Company have been mentioned in Para No.10 of the present Application. It is stated that the Transferee Company is engaged in the business of printing and publication of newspapers and the Transferor Company is also engaged in the similar and supplemental activities, and the Transferor Company is the wholly owned subsidiary company of the Transferee Company. In order to consolidate and supplement the business of the Transferor Company, it has been proposed to amalgamate the Transferor Company with the Transferee Company. Accordingly, the Board of Directors of both the Transferor Company and the Transferee Company in the meeting held on 12.11.2010 had approved the proposed scheme of amalgamation. The salient features of the scheme of amalgamation have been specified in Para No.14 of the present Application. While stating that there are only seven shareholders in the Transferor Company and all of them have given their consent for the proposed scheme of amalgamation and that the Transferor Company has not availed any secured or unsecured loans, the present application is filed with a prayer to dispense with the convening of the meeting of the shareholders of the Transferor Company. I have heard Sri V.S.Raju, the learned counsel appearing for the applicant company and perused the affidavit filed in support of the application as well as the documents placed before this Court. As could be seen from the pages 152 to 169 of the material papers filed along with the company application, all the seven shareholders have given their positive consent for the proposed scheme of amalgamation. Moreover, the entire share capital of the Transferor Company is held by the Transferee Company and its nominees. In the facts and circumstances of the case, this Court is satisfied that there is no need for holding the convening of the meeting of the Transferor Company. Accordingly, the Company Application is allowed as prayed for and convening of the meeting of the shareholders of the applicant - Transferor Company for the purpose of considering the scheme of amalgamation is dispensed with. No costs. ___________ G. ROHINI, J Date: 29.12.2010 Ivd