THE HON'BLE Ms. JUSTICE G.ROHINI COMPANY APPLICATION Nos. 188 and 189 OF 2011 Dated: 04.03.2011 COMPANY APPLICATION No. 188 OF 2011 Between: M/s. Nandyala Gases Private Limited ..... Applicant/Transferor Company COMPANY APPLICATION No. 189 OF 2011 Between: M/s. S.P.Y.Agro Industries Limited ..... Applicant/Transferee Company The Court made the following:- THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION Nos. 188 and 189 OF 2011 COMMON ORDER : These two applications are filed by M/s. Nandyala Gases Private Limited (hereinafter referred to as the ‘Transferor Company) and M/s. S.P.Y.Agro Industries Limited (hereinafter referred to as the ‘Transferee Company) under Sections 391 and 394 of the Companies Act, 1956 (for short, ‘the Act’). Whereas the Transferor Company seeks to dispense with the convening of the meeting of its shareholders, the Transferee Company seeks a direction to convene and hold the meeting of its equity shareholders for the purpose of considering the proposed scheme of amalgamation between the Transferor and Transferee Companies. The Transferee Company also seeks to appoint a Chairman for the meeting of its equity shareholders. The Transferor Company was incorporated as a private limited in the State of Andhra Pradesh on 21.02.2007 with Corporate Identity Number.U24111AP2007PTC052862. The registered office of the Transferor Company is situated at Survey No.518, 576 and 470, New Industrial Estate, Udumalpuram village, Nandyal Mandal, Kurnool- 518 502, Andhra Pradesh. The present authorized share capital of the Transferor Company as on 31.03.2010 was Rs.4,00,00,000/- divided into 40,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the Transferor Company as on 31.03.2010 was Rs.4,00,00,000/- divided into 40,00,000 equity shares of Rs.10/- each fully paid. The main objects of the Transferor Company have been mentioned in Para No.5 of Company Application No.188 of 2011. The Transferee Company was originally incorporated on 13.04.2005 under the certificate of incorporation No.01-45887 of 2005 – 2006 in the State of Andhra Pradesh. The company was entitled to commence business from 21.04.2005 and to this effect a certificate of commencement of business pursuant to Section 149 (3) of the Act was issued by the Registrar of Companies, Andhra Pradesh, at Hyderabad on 21.04.2005. Later on the name of the Transferee Company was changed from M/s. SPY Agro Industries Limited to M/s. S.P.Y. Agro Industries Limited, and to this effect a fresh certificate of incorporation was issued by the Registrar of Companies, Andhra Pradesh, at Hyderabad on 20.06.2005. The registered office of the Transferee Company is situated at 701, 7th Floor, Paigah Plaza, Basheerbagh, Hyderabad- 500 063, Andhra Pradesh. The present authorized share capital of the Transferee Company as on 31.03.2010 was Rs.35,00,00,000/- divided into 3,50,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital of the Transferee Company as on 31.03.2010 was Rs.22,80,00,000/- divided into 2,28,00,000 equity shares of Rs.10/- each. The main objects of the Transferee Company have been mentioned in Para No.5 of Company Application No.189 of 2011. Having proposed amalgamation of Transferor and Transferee Companies, the Board of Directors of the Transferor Company as well as the Transferee Company passed resolutions dated 27.12.2010 approving the scheme of amalgamation with the appointed date as 01.04.2010 or such other date as this Court may direct. A copy of the Scheme of Amalgamation has been enclosed to both the company applications and its salient features have also been enumerated in the company applications. While stating that the Transferor Company has 16 (sixteen) shareholders and all of them have given their consent to the proposed scheme of amalgamation by way of affidavits filed along with the Company Application No.188 of 2011 from pages 158 to 173, the Transferor Company sought dispensation of the meeting of its shareholders. In Company Application No.189 of 2011 the Transferee Company seeks a direction to convene and hold meeting of its shareholders. I have heard Sri V.S.Raju, the learned counsel appearing for the applicant companies and perused the material available on record. Having regard to the facts and circumstances noticed above and keeping in view the positive consent given by all the shareholders of the Transferor Company, there is no need for convening of the meeting of the shareholders of the Transferor Company and accordingly, the same is hereby dispensed with. So far as the Transferee Company is concerned, I am of the opinion that it is imperative to convene the meeting of its equity shareholders so as to enable them to consider the intricacies of the proposed Scheme of Amalgamation. Accordingly, there shall be a direction to convene and hold the meeting of the equity shareholders of the Transferee Company. Sri J.Anil Kumar, Advocate (13577), Akbar Bagh, Malakpet, Hyderabad - 36 is hereby appointed as Chairman for the said meeting and his fees is fixed at Rs.30,000/- (Rupees Thirty thousand only) . Accordingly, there shall be a direction to convene and conduct the meeting of the equity shareholders of the Transferee Company on 16.04.2011 at 11 am at Plot No.188, Phase II, Kamalapuri Colony, Hyderabad- 500 073, Andhra Pradesh. The quorum for the meeting of the equity shareholders shall be ‘5’, who shall be present in the meeting either in person or through their proxies. The notice of intended meeting shall be published in two daily newspapers namely ‘Business Standard (English Daily) and ‘Andhra Bhoomi’ (Telugu Daily) published from Hyderabad Edition. For the purpose of considering the report of the Chairman of the meeting of the equity shareholders, call Company Application No.189 of 2011 on 25.04.2011. Company Application No.188 of 2011 is accordingly allowed and Company Application No.189 of 2011 is posted to 25.04.2011. ____________ G. ROHINI, J Date: 04.03.2011 Ivd