IN THE HIGH COURT OF JUDICATURE AT MADRAS DATED: 07.06.2011 CORAM THE HON'BLE MR. JUSTICE VINOD K.SHARMA C.A.No.350 of 2011 ORDER This application under Sections 391 to 394 of the Companies Act, 1956, has been filed by M/s.Chennai Breweries Private Limited (Transferor Company), seeking exemption from holding of the meeting of the equity shareholders, secured and unsecured creditors of the applicant company. 2. It has been pleaded in the application that the applicant company was incorporated on 25.07.2003 under the provisions of the Act with its registered office at Mount Tiruvallur High Road, Aranvoyal Village, Thiruvallur District, Tamil Nadu. The authorised share capital of the applicant company is Rs.30,00,00,000/- (Rupees Thirty Crores only). Whereas issued, subscribed and paid-up capital is Rs.15,00,00,000/- (Rupees Fifteen Crores only) divided into 1,50,00,000 shares of Rs.10/- each. 3. The entire share holding of the applicant company is held by M/s. United Spirits Limited. Thus, the applicant company is a wholly owned subsidiary of M/s. United Spirits Limited. 4. The Board of Directors of the applicant company (transferor company) and that of M/s.United Breweries Limited (transferee company) in their meeting held on March 11, 2011, approved the proposal to amalgamate the applicant company with M/s. United Breweries Limited. The scheme is said to be in the interest of creditors and its shareholders and would be effective from 31.03.2011. 5. In support of the application, the applicant company has placed on record the consent affidavit of M/s. United Spirits Limited, the holding company and in addition, placed on record the consent from the only secured creditor. 6. In view of the consent given by the equity shareholders and the secured creditor, the object of convening and holding of meeting for approval of the scheme stands satisfied. 7. Consequently, this application is allowed. The convening and holding of the meeting of equity shareholders, secured and unsecured creditors is ordered to be dispensed with. The applicant company is permitted to file company petition within a period of two weeks from today. ar