THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION Nos.369, 370 AND 371 OF 2011 Dated: 01.04.2011 COMPANY APPLICATION No.369 of 2011 Between : Suncorp Fashions Private Limited …… Applicant/1st Transferor Company COMPANY APPLICATION No.370 of 2011 Suncorp Retail Private Limited …… Applicant/2nd Transferor Company COMPANY APPLICATION No.371 of 2011 Suncorp Lifestyles Limited …… Applicant/Transferee Company The Court made the following:- THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION Nos. 369, 370 AND 371 OF 2011 COMMON ORDER : Suncorp Fashions Private Limited (hereinafter referred to as the ‘1st Transferor Company’), Suncorp Retail Private Limited (hereinafter referred to as the ‘2nd Transferor Company’) and Suncorp Lifestyles Limited (hereinafter referred to as the ‘Transferee Company’) are the applicants in these three applications respectively. These three applications have been filed under Sections 391 and 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to dispense with the convening of the meeting of the members for the purpose of considering the proposed scheme of amalgamation between the Transferor companies and the Transferee Company. The 1st Transferor Company was originally incorporated as a Private Limited Company on 15.04.2009 in the State of Andhra Pradesh, Hyderabad vide corporate identity number U52322AP2009PTC06339 under the name and style of Suncorp Fashions Private Limited after complying the necessary formalities under the Act. The registered office of the 1st Transferor Company is situated at 8-H.No.6-2-953/A/103, 1st Floor, Krishna Plaza, Khairatabad, Hyderabad-500 004. The authorised share capital of the 1st Transferor Company is Rs.9,00,00,000/- equity shares of Rs.10/- each. The issued, subscribed and paid-up capital as on date is Rs.9,00,00,000/- divided into 90,00,000 fully paid-up equity shares of Rs.10/- each. The main objects of the 1st Transferor Company have been mentioned in Para No.4 of Company Application No.369 of 2011. The 2nd Transferor Company was originally incorporated as a Private Limited Company in the State of Andhra Pradesh on 01.08.2008 vide corporate identity number U52100AP2008PTC060424 under the name and style of Suncorp Retail Private Limited. The registered office of the 2nd Transferor Company is situated at 8-H.No.6-2-953/A/104, 1st Floor, Krishna Plaza, Khairatabad, Hyderabad- 500 004. The authorised share capital of the 2nd Transferor Company is Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up capital, as on date, is Rs.5,00,00,000/- divided into 50,00,000 fully paid-up equity shares of Rs.10/- each. The main objects of the 2nd Transferor Company have been mentioned in Para No.4 of Company Application No.370 of 2011. The Transferee Company was originally incorporated as ‘Suncorp Lifestyles Private Limited’ with the Registrar of Companies, Andhra Pradesh vide corporate identity number U74999AP2008PTC059997 on 14.07.2008. The name of the company was later changed to ‘Suncorp Lifestyles Limited’ on conversion into Public Limited Company vide fresh certificate of incorporation issued by the Registrar of Companies, Andhra Pradesh on 01.11.2010 vide corporate identity number U74999AP2008PLC059997, after complying the necessary formalities under the Act. The registered office of the Transferee Company is situated at H.No.6-2-953/A/106 & 107, 1st Floor, Krishna Plaza, Khairatabad, Hyderabad-500 004, Andhra Pradesh. The authorised share capital of the Transferee Company is Rs.15,00,00,000/- divided into 1,50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital is Rs.14,60,00,000/- consisting of 1,46,00,000 fully paid-up equity shares of Rs.10/- each. The main objects of the Transferee Company have been mentioned in Para No.4 of Company Application No.371 of 2011. It is stated that having proposed a scheme of amalgamation between the Transferor Companies and the Transferee Company, the Board of Directors of the said companies at their respective meetings held on 26.03.2011 passed resolutions approving the scheme of amalgamation with effect from 01.04.2011, subject to the approval/consent of the shareholders and confirmation by this Court. The salient features of the scheme of amalgamation have been enumerated in all the Company Applications and a copy of the scheme has also been annexed to the Company Applications. It is further stated that the 1st Transferor and the 2nd Transferor Companies are in the process of obtaining the consents from the secured and unsecured creditors. So far as the Transferee Company is concerned, it is also in the process of obtaining the consents from the secured and unsecured creditors. It is also stated that no petition under Section 397 or 398 of the Act has been filed against the Transferor Companies and the Transferee Company. It is further stated that there are no proceedings pending under Sections 235 to 251 of the Act against the Transferor Companies and the Transferee Company. While stating that all the shareholders of the applicant companies have given their consent to the proposed scheme, by way of affidavits, these applications have been filed seeking to dispense with the convening of the meetings of the shareholders. I have heard Sri P.Anil Mukherji, the learned counsel for the applicant companies and perused the material available on record. Having regard to the facts and circumstances noticed above and keeping in view that there are eleven (11) shareholders each in the 1st Transferor and the 2nd Transferor Companies and all of them have given their positive consent by way of affidavits, which are enclosed to the Applications as Annexures, I am of the opinion that there is no need for convening the meeting of the shareholders of the Transferor Companies for the purpose of considering the proposed scheme of amalgamation. Though there are 35 shareholders in the Transferee Company (Applicant in Company Application No.371 of 2011), all of them have given no objection affidavits and the same have been enclosed to the Application as Annexures-N1 to N35 from pages 170 to 206. Since all of them have unconditionally agreed for the proposed scheme, it would be appropriate to dispense with the meeting of the shareholders of the Transferee Company also. Accordingly, all the three Company Applications are allowed as prayed for and convening of the meeting of the shareholders of the applicant companies is dispensed with. __________ G. ROHINI, J Date: 01.04.2011 Ivd