THE HON'BLE SRI JUSTICE B.SESHASAYANA REDDY Company Applications No.1742 and 1743 of 2011 1st December, 2011 Between :- Company Application No.1742 of 2011 M/s.N.R.Polymers Private Limited, Ameerpet, Hyderabad, Rep.by its Managing Director – K.Narender Reddy .. Applicant Company Application No.1743 of 2011 M/s.KJR Poly Films Private Limited D.162 & 164, Phase III, IDA, Jeedimetla, Hyderabad, Rep.by its Director – K.Narender Reddy .. Applicant THE HON'BLE SRI JUSTICE B.SESHASAYANA REDDY Company Applications No.1742 and 1743 of 2011 COMMON ORDER:- These two Company Applications have been filed under Sections 391 and 394 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959 to dispense with the meeting of the shareholders, secured creditors of the applicants’ companies. M/s.N.R.Polymers Private Limited (hereinafter referred to as the ‘Transferor Company’) is the applicant in Company Application No.1742 of 2011. M/s.KJR Poly Films Private Limited (hereinafter referred to as ‘Transferee Company’) is the applicant in Company Application No.1743 of 2011. The Transferor Company was incorporated as a Private Limited Company under the provisions of the Companies Act, 1956 in the State of Andhra Pradesh, pursuant to the Certificate of Incorporation No.01-14788 of 1992-1993. The registered Offie of the Transferor Company is situated at Building No.1, 5th floor, Flat No.508, Divya Shakti Complex, Ameerpet, Hyderabad. The authorized share capital of the Transferor Company is Rs.80,00,000/- divided into 8,000 equity shares of Rs.1,000/- each. The Issued, Subscribed and Paid-up Capital is Rs.59,07,000/- divided into 5,907 equity shares of Rs.1,000/- each. The main objects of the Transferor Company are:- to carry on the business of manufacture, import, export, buy and sale of packing material produced with the use of different polymers and used for transport of products to the consumers in durable protective and attractive containers preserving purity, quality of the contents till they are used by the consumers, etc. The Transferee Company is a Private Limited Company incorporated under the provisions of the Companies Act, 1956 in the State of Andhra Pradesh pursuant to the Certificate of Incorporation granted by the Registrar of Companies, Andhra Pradesh, Hyderabad on 18-11-1998 vide Certificate of Incorporation No.01-30523 of 1998- 1999. The Registered Office of the Transferee Company is situated at Door No.162 and 164, Phase III, IDA, Jeedimetla, Hyderabad. The Authorized Share Capital of the Transferee Company is Rs.2,00,00,000/- divided into 2,00,000 equity shares of Rs.100/- each. The Issued & Subscribed capital is Rs.2,00,00,000/- divided into 2,00,000 equity shares of Rs.100/- each and the paid-up equity share capital is Rs.1,62,00,000/- divided into 1,62,000 equity shares of Rs.100/- each. The main objects of the Transferee Company are:- to carry on the business of manufacture, import, export, buy and sale of packaging material produced with the use of different polymers and used for transport of products to the consumers in durable protective and attractive containers preserving purity, quality of the contents till they are used by the consumers, etc. The Transferor Company and the Transferee Company are engaged in the similar business of Manufacture of Polymers used for packaging of products to consumers. Under the Scheme, the Transferor Company is proposed to be amalgamated with the Transferee Company. By the Scheme of Amalgamation, according to the applicants, the Companies would have better administrative and managerial control over the management. The Board of Directors of the Transferor Company at its meeting held on 2-9-2011 approved the Scheme of Amalgamation subject to the approval by this Court and consent of shareholders. The Board of Directors of the Transferee Company at its meeting held on 2-9-2011 approved the Scheme of Amalgamation subject to the approval by this Court and consent of the shareholders. There are only four shareholders in the Transferor Company. All of them have placed on record their consent affidavits. There are secured creditors in the Transferor Company. Undertaking has been given by the Transferor Company to secure the consent of the unsecured creditors at the time of filing the Company Petition seeking the approval of the Scheme of Amalgamation. There are five shareholders in the Transferee Company. All the shareholders placed on record their affidavits consenting the proposed Scheme of Amalgamation. There are two secured creditors in the Transferee Company viz., Andhra Bank and Andhra Pradesh State Financial Corporation. Both the secured creditors have placed on record their consent letters for the proposed Scheme of Amalgamation. The Transferee Company undertake to place on record the consent of the unsecured creditors at the time of moving the Company Petition for approval of the Scheme of Amalgamation. Hence, these two applications to dispense with the meeting of shareholders and secured creditors of the applicant companies. The shareholders in the Transferor Company and the Transferee Company have placed on record their consent affidavits. The secured creditors of the Transferee Company have also placed on record their consent letters. The applicant Companies undertake to place on record the consent letters of the unsecured creditors at the time of filing of the Company Petitions for approval of the Scheme of Amalgamation. In that view of the matter, Company Application No.1742 of 2011 is ordered dispensing with the meeting of the shareholders and Company Application No.1743 of 2011 is ordered dispensing with the meeting of the shareholders as well as the secured creditors. No order as to costs. _________________________ B.Seshasayana Reddy, J 1st December, 2011 smr