THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.246, 247 and 248 of 2010 Dated:08th April, 2010 IN THE MATTER OF THE COMPANIES ACT (1 OF 1956) AND IN THE MATTER OF SECTIONS 391 TO 394 OF THE COMPANIES CT, 1956 AND IN THE MATTER OF ANANDA PROFILES PRIVATE LIMITED AND IN THE MATTEROF SRI KRISHNA ENGINEERING PROFILES (INDIA) PVT. LTD. Ananda Profiles Private Limited, Opp: Steel City Bus Depot, Kurmannapalem, Visakhapatnam – 530 046, represented by its Managing Director Sri J.Suresh Babu. ….Applicant/ Transferee Company **** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.246, 247 and 248 of 2010 COMMON ORDER: These three Company Applications have been taken out by Ananda Profiles Private Limited under Sections 391 and 394 of the Companies Act, 1956, read with Rules 67, 69 and 9 of the Companies (Court) Rules, 1959, seeking to dispense with the holding of meetings of shareholders, secured creditors and unsecured creditors of the applicant Company respectively. 2. More precisely, Company Application No.246 of 2010 has been taken out seeking to dispense with the holding of the meeting of the shareholders of the applicant Company. Company Application No.247 of 2010 has been taken out seeking to dispense with the holding of the meeting of the secured creditors of the applicant Company; and Company Application No.248 of 2010 has been taken out seeking to dispense with the holding of meeting of the unsecured creditors of the applicant company. 3. Ananda Profiles Private Limited (hereinafter referred to as ‘the transferee company’) was incorporated under the provisions of the Companies Act, 1956, on 01.12.1999. The registered office of the applicant company is situated opposite to Steel City Bus Depot, Kurmannapalem, Visakhapatnam – 530 046, Andhra Pradesh. The authorized, issued, subscribed and paid up capital of the transferee 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 is 4,65,68,590/- divided in to 46,56,859 equity shares of Rs.10/- each fully paid up. The main objects of the applicant company is to carry on the business of running re-rolling mill for the manufacture of steel plates, sheets, angles, bars, rods, wire drawings of different sizes and specifications of all types of mild, high carbon special steels etc. 4. Sri Krishna Engineering Profiles (India) Private Limited (hereinafter referred to as ‘the transferor company’) is being merged with the applicant/transferee company. The transferor company was incorporated under the provisions of the Companies Act, 1956, on 08.09.2004 vide Registration No.044101 and CIN;U27109AP2004PTC044101. The authorized, issued, subscribed and paid up capital of the transferor company as on 31.03.2009 is Rs.1,50,00,000/- divided into 15,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.1,19,10,000/- divided into 11,91,000 equity shares of Rs.10/- each fully paid up. 5. The main features of the scheme of amalgamation have been stated in para.13 of the application. The applicant company has sixteen shareholders. All the shareholders have placed on record their affidavits reporting no objection for the proposed scheme of amalgamation. It is further stated in the application that the applicant Company has one secured creditor. The secured creditor has given no objection for the proposed scheme of amalgamation. The applicant company has four unsecured creditors as on 31.03.2009. Hence, these three applications by the applicant company seeking the reliefs stated supra. 6. Heard learned counsel appearing for the applicant Company and perused the affidavit filed in support of the applications. 7. The applicant Company has one secured creditor and four un- secured creditors as on 31.03.2009. The applicant Company has placed on record the no objection certificates obtained from the sole secured creditor and one un-secured creditor. With regard to the other un-secured creditors for the applicant Company, it undertakes to place on record their no objection certificates at the time of filing of the main petition. Since all the sixteen shareholders have placed on record their affidavits indicating their consent for the proposed scheme of amalgamation and the sole secured creditor and one un-secured creditor have also gave their no objection certificates for the proposed scheme of amalgamation and as the applicant Company undertakes to place on record the no objection certificates of the remaining three un- secured creditors at the time of filing of the main petition, I am of the considered view that there is no necessity to hold the meetings of the shareholders, secured and unsecured creditors of the applicant company, for the purpose of considering the proposed scheme of amalgamation. 8. Accordingly, all the three Company Applications are allowed and holding of the meetings of the shareholders, secured creditors and un-secured creditors of the applicant company are dispensed with. ______________________ B.SESHASAYANA REDDY, J. Date:08th April, 2010. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.246, 247 and 248 of 2010 Dated:08th April, 2010