THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.245 of 2010 Dated:08th April, 2010 IN THE MATTER OF THE COMPANIES ACT (1 OF 1956) AND IN THE MATTER OF SECTIONS 391 TO 394 OF THE COMPANIES CT, 1956 AND IN THE MATTEROF SRI KRISHNA ENGINEERING PROFILES (INDIA) PVT. LTD. AND IN THE MATTER OF ANANDA PROFILES PRIVATE LIMITED Sri Krishna Engineering Profiles (India) Private Limited, Plot Nos.246 and 247, “D” Block, Autonagar, Visakhapatnam, represented by its Director Sri G.Venkata Subba Rao. ….Applicant/ Transferor Company **** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.245 of 2010 ORDER: This Company Application has been taken out by Sri Krishna Engineering Profiles (India) Private Limited under Sections 391 and 394 of the Companies Act, 1956, read with Rules 67, 69 and 9 of the Companies (Court) Rules, 1959, seeking to dispense with the holding of meeting of shareholders of the applicant Company. 2. Sri Krishna Engineering Profiles (India) Private Limited (hereinafter referred to as ‘the transferor company’) was incorporated under the provisions of the Companies Act, 1956, on 08.09.2004 vide Registration No.044101 and CIN.U27109AP2004PTC044101. Registered office of the applicant company is situated at Plot No.246 and 247, ‘B’ Block, Autonagar, Visakhapatnam – 530 012, Andhra Pradesh. The authorized, issued, subscribed and paid up capital of the applicant company as on 31.03.2009 is Rs.1,50,00,000/- divided into 15,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.1,19,10,000/- divided into 11,91,000 equity shares of Rs.10/- each fully paid up. The main objects of the applicant company is to carry on the business of running, re-rolling mill for the manufacture of steel, plates, sheets, angles, bars, rods, wire drawings of different sizes and specifications of all types of mild, high carbon special steels etc. The applicant company is being merged with Ananda Profiles Private Limited (hereinafter referred to as ‘the transferee company’) under the scheme of amalgamation. The authorized, issued, subscribed and paid up capital of the transferee company is Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is 4,65,68,590/- divided in to 46,56,859 equity shares of Rs.10/- each fully paid up. The main features of the scheme of amalgamation have been stated in para.13 of the application. The applicant company has only 8 shareholders. All the shareholders have placed on record their affidavits reporting no objection for the proposed scheme of amalgamation. Hence, this application by the applicant company to dispense with the holding of the meeting of the shareholders of the applicant company. 3. Heard learned counsel appearing for the applicant Company and perused the affidavit filed in support of the application. 4. The applicant Company has no secured or unsecured creditors as on this day. It had only one secured creditor viz., State Bank of India. The liability of the State Bank of India had been discharged. This fact has been stated in para.22 of the application. The applicant company has eight shareholders. All the shareholders have placed on record their affidavits indicating their consent for the proposed scheme of amalgamation. 5. In view of the above, I am of the considered view that there is no necessity to hold the meeting of the shareholders of the applicant company, for the purpose of considering the proposed scheme of amalgamation. 6. Accordingly, the Company Application is allowed and holding of the meeting of the shareholders of the applicant company is dispensed with. ______________________ B.SESHASAYANA REDDY, J. Date:08th April, 2010. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.245 of 2010 Dated:08th April, 2010