THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.229 of 2010 Dated:29th March, 2010 IN THE MATTEROF THE COMPANIES ACT (1 OF 1956) AND IN THE MATTEROF M/S.ILABS INFORMATION TECHNOLOGY & LIFE SCIENCES PARK PRIVATE LIMITED (Transferor Company) AND IN THE MATTEROF M/S.CHINTALAPATI HOLDINGS PRIVATE LIMITED (Transferee Company) M/s.Ilabs Information Technology & Life Sciences Park Private Limited, a Company incorporated under the Companies Act, 1956, having its Registered Office at 4B, Parameswara Apartments, 6-3-626, Anand Nagar, Khairatabad, Hyderabad – 500 004, rep. by its Director Sri C.Srinivasa Raju. ….Applicant/ transferor company **** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.229 of 2010 ORDER: This Company Application has been taken out by M/s.Ilabs Information Technology & Life Sciences Park Private Limited, a Company incorporated under the Companies Act, 1956, having its Registered Office at 4B, Parameswara Apartments, 6-3-626, Anand Nagar, Khairatabad, Hyderabad – 500 004, rep. by its Director Sri C.Srinivasa Raju, under Sections 391 and 394 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959, seeking the following reliefs: i) to dispense with the convening of the meeting of the shareholders of the applicant company, appointment of Chairperson; and ii) pass such other order or orders as the Hon’ble Court may deem fit and proper in the circumstances of the case. 2. C.Srinivasa Raju, Director of the applicant Company has sworn to the affidavit filed in support of the application. The applicant- Company was originally incorporated as a private limited company under the name and style of M/s.Taurus Biotech Private Limited on 22.02.2000 under the Certificate of Incorporation No.01-33643 of 1999-2000 in the State of Andhra Pradesh, Hyderabad. Later on, the name of the applicant Company had changed to its present name i.e, M/s. Ilabs Information Technology & Life Sciences Park Private Limited and obtained necessary approval from the Registrar of Companies, Andhra Pradesh, Hyderabad vide Letter Ref.No.RAP/TA.VI/Sec.21/33643/2005, dated 16.05.2005 and obtained fresh Certificate of Incorporation consequent on change of name from the Registrar of Companies, Andhra Pradesh, Hyderabad, on 16.05.2005. The authorized share capital of the applicant Company as on 31.03.2009 was Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the applicant Company as on 31.03.2009 is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid. The main objects of the applicant Company are to carry on the business of to manufacture, produce, process, buy, sell, trade, exchange, export, import, act as agents, stockiest, distributors and or otherwise, deal in any other manner, in Biotechnology Products, tissue culture products, enzymes, vaccines, Bio-pesticides, insecticides and fungicidal sprays, bio-fertilizers, bio-chemicals and chemicals related to agricultural and medical use, Bio-engineering products, genetic engineering products, pheromones, fermentation products, seed and seedings production, and all kinds of Bio-products or products manufactured therefrom or products manufactured for use, in its production etc. The audited balance sheet of the applicant Company as on 31.03.2009 has been shown as ‘Annexure-A2’. 3. M/s. Chintalapati Holdings Private Limited (hereinafter referred to as the transferee company’) was incorporated as a private limited company under the name and style of ‘M/s. Chintalapati Holdings Private Limited’ under the Certificate of Incorporation No.01- 33327 of 1999-2000 on 20.01.2000. The registered office of the transferee company is situated at Building-3, Ilabs Centre, Plot No.18, Software Units Layout, Madhapur, Hyderabad – 500 081. The authorized share capital of the transferee Company as on date is Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the transferee company as on date is Rs.2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/- each. The audited balance sheet as on 31.03.2009 of the transferee Company has been shown as ‘Annexure-A4’ to the application. The main objects of the transferee Company are to carry on the business to purchase or otherwise acquire stocks, debentures, annuities and securities of every description, to invest in any appropriate income yielding and growth oriented, shares, bonds, real estates or such property, to acquire by purchase, gift, exchange, lease, hire, or otherwise, properties of all kinds including movable and/or immovable properties, to sell, mortgage, lease out or give on licence or otherwise alienate all or any of the properties of the company at such time and for such consideration as may necessary etc. The salient features of the scheme are stated in Para.14 of the application. 4. According to the applicant Company, it is a wholly owned subsidiary of the transferee company and that there will be synergy of operations for both the companies and the proposed amalgamation will give more thrust and integrate their business facilities and infrastructure under one single unit. There are two shareholders in the applicant Company, who are interested in the scheme of amalgamation. Both the shareholders have given their no objection for the proposed scheme of amalgamation by means of affidavits, which are annexed as ‘Annexure-6’ to the application. Hence, this application by the applicant company to dispense with the convening of the meeting of the shareholders of the applicant company and appointment of Chairperson. 5. Heard learned counsel appearing for the applicant Company and perused the affidavit filed in support of the application. 6. The applicant company has two shareholders. Both of them have placed on record their affidavits indicating their consent for the proposed scheme of amalgamation. 7. In view of the above, I am of the considered view that there is no necessity to convene the meeting of the shareholders of the applicant company, for the purpose of considering the proposed scheme of amalgamation. 8. Accordingly, the Company Application is allowed and convening of the meeting of the shareholders of the applicant company is dispensed with. ______________________ B.SESHASAYANA REDDY, J. Date:29th March, 2010. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.229 of 2010 Dated:29th March, 2010