THE HON'BLE Ms. JUSTICE G.ROHINI COMPANY APPLICATION No. 177 OF 2011 Dated: 04.03.2011 Between: Nagarjuna Oil Refinery Limited ..... Applicant The Court made the following:- THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION No. 177 OF 2011 O R D E R : M/s. Nagarjuna Oil Refinery Limited (hereinafter referred to as the ‘Applicant Company’) is the applicant in this application filed under Sections 391 to 394 of the Companies Act, 1956 (for short, ‘the Act’) seeking a direction to dispense with the meeting of the shareholders for the purpose of considering the proposed scheme of arrangement and amalgamation between Ikisan Limited, Kakinada Fertilizers Limited, Nagrjuna Fertilizers and Chemicals Limited and the applicant company. The Applicant Company was incorporated on 16.11.2010. The registered office of the Applicant Company is situated at Nagarjuna Hills, Punjagutta, Hyderabad-500 082. The authorised share capital of Applicant Company as on 31.12.2010 was Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The issued subscribed and paid- up share capital of the Applicant Company as on 31.12.2010 was Rs.5,00,000 divided into 50,000 equity shares of Rs.10/- each. The main objects of the Applicant Company have been mentioned in Para No.4 of this Company Application. Nagrjuna Fertilizers and Chemicals Limited (hereinafter referred to as ‘Nagarjuna Fertilizers’) was incorporated as a limited company on 28.01.1976 under the provisions of the Act. The registered office of the Nagarjuna Fertilizers is situated at Nagarjuna Hills, Punjagutta, Hyderabad- 500 082. The authorised share capital of the Nagarjuna Fertilizers as on 31.12.2010 was Rs.800,00,00,000/- divided into 60,00,00,000 equity shares of Rs.10/- each and preference shares of Rs.100/- each. The issued subscribed and paid-up share capital of the Nagarjuna Fertilizers as on 31.12.2010 was Rs.465,38,55,410/- divided into 42,81,81,821 equity shares of Rs.10/- each and Rs.37,20,37,200/- divided into 37,20,372 preference shares of Rs.100/- each. The main objects of the Nagarjuna Fertilizers have been mentioned in Para No.9 of this Company Application. Ikisan Limited (hereinafter referred to as ‘Ikisan’) was incorporated on 11.04.2007. The registered office of Ikisan is situated at A/612, Dalamal Tower, 211, Nariman Point, Mumbai-400 021. The authorised share capital of Ikisan as on 31.12.2010 was Rs.30,00,00,000/- divided into 2,99,00,000 equity shares of Rs.10/- each and 1,00,000 preference shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the Ikisan as on 31.12.2010 was Rs.29,55,00,000/- divided into 2,95,50,000 equity shares of Rs.10/- each. The main objects of the Ikisan have been mentioned in Para No.8 of this Company Application. Kakinada Fertilizers Limited (hereinafter referred to as ‘KFL’) was incorporated on 07.11.2006. The registered office of the KFL is situated at A/612, Dalamal Tower, 211, Nariman Point, Mumbai-400 021. The authorised share capital of KFL as on 31.12.2010 was Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the KFL as on 31.12.2010 was Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The main objects of the KFL have been mentioned in Para No.12 of this Company Application. The latest Audited Balance Sheets of the Applicant company, Nagarjuna Fertilizers, Ikisan and KFL have been filed as Annexures- G, H, I, J. It is stated that having proposed to amalgamate/merge the Applicant Company with Nagarjuna Fertilizers, Ikisan, KFL, the Board of Directors of the Applicant Company passed resolutions dated 10.01.2011 approving the scheme of amalgamation with the appointed date as 01.04.2011 or such other date as this Court may direct. A copy of the Scheme of Arrangement has been enclosed as Annexure-E and its salient features have been enumerated in para No.20 of the Application. It is stated that there are altogether 7 (seven) shareholders in the Applicant Company and all of them had given their consent by way of affidavits to the proposed scheme of arrangement. The list of shareholders and the consent affidavits have been enclosed to the company application as Annexure-K. So far as the creditors are concerned, it is stated that the Applicant Company had no secured creditors and unsecured creditors. It is further stated that no proceedings are pending under Sections 235 to 251 of the Act against the Applicant Company. Hence, this application to dispense with the convening of the meeting of the shareholders of the applicant company for the purpose of considering the proposed scheme of arrangement and amalgamation. I have heard Sri Ch.Pushyam Kiran, the learned counsel 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 Applicant Company have given positive consent by way of affidavits for the proposed scheme of arrangement and amalgamation, I am of the opinion that there is no need for convening the meeting of the shareholders of the Applicant Company for the purpose of considering the proposed scheme of arrangement and amalgamation. Accordingly, the Company Application is allowed as prayed for and convening of meeting of the shareholders of the applicant company is dispensed with. ____________ G. ROHINI, J Date: 04.03.2011 Ivd