THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1851 of 2011 Date:08th December, 2011 Between: M/s. Prestige Agri Inputs Private Limited (formerly known as M/s. Prestige Cyber City (India) Limited) is a Company incorporated under the Companies Act, 1956, having its registered office situated at NSL Icon, 8-2- 684/2/A, Plot No.1 to 4, 4th Floor, Road No.12, Banjara Hills, Hyderabad, Andhra Pradesh rep. by its Director. …Applicant/transferor Company *** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1851 of 2011 ORDER: This Company Application has been taken out under Sections 391 to 394 of the Companies Act, 1956, r/w. Rule 9 of the Companies (Court) Rules, 1959, to dispense with convening the meeting of the shareholders, secured and unsecured creditors of the applicant Company for the purpose of considering the proposed Scheme of Amalgamation. 2. M/s.Prestige Agri Inputs Private Limited (hereinafter referred to as ‘the transferor Company’) is the applicant herein. The transferor company was originally incorporated under the name and style of ‘Prestige Cyber City (India) Private Limited, under the Companies Act, 1956, in the State of Andhra Pradesh, on 21.09.2005. Later, the transferor Company changed its name to Prestige Agri Inputs Private Limited and obtained fresh certiﬁcate of incorporation from the Registrar of Companies on 24.11.2011. The Registered oﬃce of the transferor Company is situated at NSL Icon, 8-2-684/2/A, Plot Nos.1 to 4, 4th Floor, Road No.12, Banjara Hills, Hyderabad, Andhra Pradesh. The main objects of the transferor Company are: To carry on in India or elsewhere in the world the business of manufacturers, importers, exporters, distributors, dealers, stockiest, buyers, sellers, ﬁnanciers, preservers, researchers and deal in all types of agro chemical products, fertilizers and insecticides, pesticides, weedicides and chemical manure including but not limited to nitrogenous, phosphoric, potassium and calcium allied chemicals and also in all types of liquid and vegetable fertilizers, of synthetic or natural origin by all possible methods as now prevalent or may be devised in future, more fully described in Para.2[c] of the application. The authorized share capital of the transferor Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid up. Later, the authorized share capital of the transferor Company has been increased in the board meeting held on 17.11.2011. The present authorized share capital of the transferor Company is Rs.8,10,00,000/- divided into 81,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.7,97,92,540/- divided into 79,79,254 equity shares of Rs.10/- each. 3. M/s.Mandava Holdings Private Limited (hereinafter referred to as ‘the transferee Company’) is a company incorporated under the Companies Act, 1956, in the State of New Delhi. The registered oﬃce of the transferee Company was shifted from New Delhi to Andhra Pradesh and the said change of registered oﬃce came to be conﬁrmed by the Company Law Board, Northern Bench, New Delhi vide Order, dated 20.04.2011. The transferee Company obtained certiﬁcate of registration from the Registrar of Companies, A.P., Hyderabad, on 19.05.2011. The registered oﬃce of the transferee Company is situated at NSL Icon, 8-2- 684/2/A, Plot Nos.1 to 4, 4th Floor, Road No.12, Banjara Hills, Hyderabad, Andhra Pradesh. The main objects of the transferee Company are: To invest the capital and/or other funds of the company in any and all securities (including equity shares, preference shares, debentures of all forms, warrants, options and such other securities by whatever name called) of other companies within India or outside India, subject to compliance with applicable laws, more fully described in para.3[c] of the application. The authorized share capital of the transferee Company is Rs.12,50,00,000/- divided into 1,25,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital is Rs.12,06,55,670/- divided into 1,20,65,567 equity shares of Rs.10/- each fully paid up. 4. The transferor Company holds advances and investments in Group Companies as well as other Companies, MHSPL also holds Group’s investments. Under the scheme of amalgamation, the transferor Company shall stand transferred to and vested in or deemed to be transferred to and vested in the transferee Company. The Board of Directors of the transferor Company in its meeting held on 17.11.2011 approved the proposed scheme of amalgamation, subject to the approval by the shareholders and the Court. 5. There are two shareholders in the transferor Company. Both the shareholders have placed on record their aﬃdavits, which ﬁnd place at page Nos.260 to 264 of the material papers of the application. There are no secured creditors for the transferor Company. There is only one unsecured creditor viz., NSL Estates Private Limited. The unsecured creditor placed on record its aﬃdavit consenting for the proposed scheme of amalgamation. The consent aﬃdavit of the unsecured creditor ﬁnds place at page Nos.265 and 266 of the material papers of the application. Hence, this Company Application seeking to dispense with convening the meeting of the shareholders, secured and unsecured creditors of the transferor Company. 6. Heard learned counsel appearing for the applicant Company and perused the material brought on record. 7. There are only two shareholders in the transferor Company and both of them placed on record their aﬃdavits consenting for the proposed scheme of amalgamation. There are no secured creditors. The sole unsecured creditor has placed on record its aﬃdavit consenting for the proposed scheme of amalgamation. In that view of the matter, convening the meeting of the shareholders, secured and unsecured creditors of the transferor Company is dispensed with. 8. Accordingly, the Company Application is ordered. No costs. _____________________ B.SESHASAYANA REDDY, J Date:08th December, 2011. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1851 of 2011 Date:08th December, 2011