THE HON'BLE Ms. JUSTICE G.ROHINI COMPANY APPLICATION No. 203 OF 2011 Dated: 09.03.2011 Between: Stampede Holdings Limited ..... Applicant The Court made the following:- THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION No. 203 OF 2011 O R D E R : Stampede Holdings Limited (hereinafter referred to as the ‘Transferor Company’) filed this application under Sections 391 of the Companies Act, 1956 (for short, ‘the Act’) seeking a direction to dispense with the holding the meeting of the shareholders, secured and unsecured creditors for the purpose of considering the proposed scheme of arrangement with M/s. Brilliant Securities Limited (hereinafter referred to as the ‘Transferee Company’). The Transferor Company was incorporated on 5.4.2007 under the name and style of Stampede Holdings Private Limited with Certificate of Incorporation No.53474 of 2004-2005. The name of the Transferor Company was changed to Stampede Holdings Limited w.e.f. 18.9.2010. The registered office of Stampede Holdings Limited is situated at JR Towers, 2nd Floor, Road No.2, Banjara Hills, Hyderabad-500 034. The Transferee Company was incorporated on 28.04.1995 with Certificate of Incorporation No. 01-20170 of 1995-96 under the provisions of the Act. The registered office of the Applicant Company is situated at Plot No.1, 2nd Floor, JR Towers, Road No.2, Banjara Hills, Hyderabad 500 034. The authorised share capital of the applicant company is Rs.16,00,00,000/- divided into 1,60,00,000 equity shares of Rs.10/- each. The issued subscribed and paid-up share capital of the applicant company is Rs.5,64,78,700/- divided into 56,47,870 equity shares of Rs.10/- each. The main objects of the Applicant Company have been mentioned in Para No.4 of this Company Application. Having proposed to transfer the technical division of the transferor company to the transferee company with a view to maximise value for the shareholders, creditors, employees of both the companies and the general public, a Scheme of Arrangement has been arrived at and the same was approved by the Board of Directors of both the companies in their respective meetings held on 17.01.2011. It is stated that the Scheme of Arrangement neither proposed any arrangement with the secured creditors nor unsecured creditors of the transferor company and the transferor company does not have any secured creditors. It is further stated that the financial position of the transferor company will not be adversely effected by Scheme of Arrangement and there is no likelihood of any creditor of the transferee company or the transferor company would loose or be prejudiced as a result of the proposed scheme. A copy of the proposed Scheme of Arrangement has been enclosed to the Company Application. The copies of the resolutions passed by the Board of Directors approved the Scheme of Arrangement with the appointed date as 1.4.2010 subject to the confirmation passed by this Court have also been enclosed to the present company application. It is further stated that the transferee company being a listed on the Bombay Stock Exchange Limited, the Scheme of Arrangement has been drawn up in consonance with the statutory provisions and the Bombay Stock Exchange has conveyed its no objection vide letter dated 28.02.2011. The Transferor Company is a limited company. It is further stated that the transferor company has 7 members holding entire paid-up capital and all the seven shareholders have given their written consent to the proposed Scheme of Arrangement by way of individual affidavits. It is further stated that the transferor company has unsecured loans only from its directors and that their rights and interests will not be effected by proposed scheme. I have heard Sri A.V.Raghuram, the learned counsel appearing for the applicant company and perused the material available on record. Having regard to the facts and circumstances noticed above and keeping in view that all the shareholders of the transferor company have given their positive consent to the proposed Scheme of Arrangement by way of individual affidavits (enclosed as pages from 190 to 204 to the company application) and the unsecured creditors are only directors of the transferor company and that the Board of Directors have already approved Scheme of Arrangement by resolution dated 17.01.2011, I am of the opinion that there is no need for convening the meeting of the shareholders as well as the creditors of the transferor company for the purpose of considering the proposed Scheme of Arrangement. Accordingly, convening of the meeting of the shareholders and creditors of the applicant company is hereby dispensed with for the purpose of considering the proposed Scheme of Arrangement between the applicant company and M/s. Brilliant Securities Limited and the Company Application is allowed. ____________ G. ROHINI, J Date: 09.03.2011 KLP