THE HON'BLE Ms. JUSTICE G.ROHINI COMPANY APPLICATION Nos. 350 of 2011 Dated: 30.03.2011 Xtraa Clean Cities Limited, Hyderabad. …Applicant THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION No. 350 of 2011 ORDER : The applicant herein is the Xtraa Clean Cities Limited herein after referred to as the transferor company. This application is filed under Section 391 and 394 of the Companies Act, 1956 with a prayer to dispense with the meeting of the shareholders as well as secured creditors of the applicant company for the purpose of considering the scheme of amalgamation between the transferor company and M/s. Nandan Biomatrix Limited herein after referred to as transferee company. The transferor company was originally incorporated as Private Limited Company under the name and style of M/s. Cleancities Biodiesel India Private Limited on 15.02.2006 in the State of Andhra Pradesh under Certificate of incorporation No.01-49161 of 05-2006. Later on having passed the necessary resolution on 29.05.2006 the company become a public Limited Company in terms of Section 31 (1)/44 of Companies Act, 1956 (herein after referred to as “Act”) the name of the company is changed to M/s. Cleancities Biodiesel India Limited and fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Andhra Pradesh, Hyderabad on 24.07.2006. Later on having duly passed the necessary resolution in terms of Section 21 of the Companies Act, 1956 and the Central Government gave its approval vide certificate dated 05.08.2010 of Registrar of Companies, Andhra Pradesh, the name of the said company was changed to “Xtraa Cleancities Limited” (herein after referred to as “XCCL”). The Registered Office of the Transferor company is situated at Plot No.110, Road No.10, Jubilee Hills, Hyderabad – 500033, Andhra Pradesh. The present authorized share capital of the Transferor company is Rs.70,00,00,000/- divided into 7,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the transferor company is Rs.53,96,83,250 divided into 5,39,68,325 equity shares of Rs.10/- each fully paid up. The main objects of the company as set out in the memorandum of association is enumerated in para 4 of the application. The latest audited financial summary of the transferor and transferee companies are filed along with the application. The transferor company and the transferee company are engaged in structural form work business having inter dependant activities. The transferor company have the manufacturing unit. Hence, to horizon the activities of both the companies, the Board of Directors of both the companies have decided to amalgamate both the companies to have synergy of operations which aims to cut down the high overhead cost, reducing the cost of capital and optimum utilization of machinery, manpower etc., and to have optimum utilization of resources after the amalgamation within the wide range of markets geographically. The proposed merger is expected to lead to an increased value generation for the company. It is believed that the shareholder value of the companies after merger would be greater than the sum of the shareholder values of the parent companies. The proposed merger will result in cost efficiency through the implementation of economies of scale can increase revenue and can reduce the cost of capital. Having regard to the advantages of amalgamation, the Board of Directors of the transferor company in its meeting held on 03.03.2011 passed a resolution approving the scheme of amalgamation to be effective from 01.04.2011 subject to the approval by this Court. Similarly the Board of Directors of the transferee company in its meeting held on 05.03.2011 passed a resolution approving the scheme of amalgamation to be effective from 01.04.2011 subject to approval by this Court. It is further stated that there are altogether 8 shareholders in the transferor company as on 02.03.2011 and all of them, having gone through the scheme, have given their written consent for the proposed scheme of amalgamation. The consent has been filed along with the application from pages 226 to 240 of the application. So far as the secured creditors are concerned there are altogether three secured creditors. The applicant has undertaken to file the consent letters of the secured creditors at the time of company petition. Accordingly, this application has been filed with a prayer to dispense with convening of the meeting of the shareholders as well as the secured creditors. Having regard to the facts and circumstances noticed above and after hearing Sri R.Raghunandan learned counsel for the applicant particularly keeping in view that all the shareholders have given their positive consent by way of affidavits and more over the applicant has undertaken to file the consent letters of the three secured creditors, I deem it appropriate to dispense with the meeting of the shareholders and the secured creditors for the purpose of consideration of the scheme of amalgamation. Accordingly, the application is allowed. _____________ G. ROHINI, J Date: 30.03.2011 KLP