THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION No.376 OF 2011 Dated: 07.04.2011 Between : M/s. Nija Developers Private Limited …… Applicant/Transferor Company The Court made the following :- THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION No.376 OF 2011 O R D E R : M/s. Nija Developers Private Limited (hereinafter referred to as the ‘Transferor Company’) filed this application 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 its shareholders for the purpose of considering the proposed scheme of amalgamation between the said company and M/s. Walden Properties Private Limited (hereinafter referred to as the ‘Transferee Company’). The Transferor Company is a Private Limited Company, incorporated under the Act, under the name and style of “M/s. Nija Developers Private Limited”, in the State of Andhra Pradesh, vide certificate of incorporation No.01-36923 of 2001-2002, issued by the Registrar of Companies, Andhra Pradesh, on 25.06.2001. The registered office of the Transferor Company is situated at 13th phase, # 1009, Kukatpally, Hyderabad, Andhra Pradesh-500 072. The present authorized share capital of the Transferor Company is Rs.6,00,000/- divided into 60,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up capital is Rs.5,32,970/- divided into 53,297 fully paid-up equity shares of Rs.10/- each. The main objects of the Transferor Company have been mentioned in Para No.2 (c) of this Company Application. The Transferee Company is a Private Limited Company, incorporated under the Act, under the name and style of “M/s. Walden Properties Private Limited” in the State of Andhra Pradesh, vide certificate of incorporation No.01-43755 of 2004-2005, issued by the Registrar of Companies, Andhra Pradesh, on 27.07.2004. The registered office of the Transferee Company is situated at ‘Indu Fortune Fields’, # 1009, 13th phase, Kukatpally, Hyderabad, Andhra Pradesh- 500 072. The main objects of the Transferee Company have been mentioned in Para No.3 (c) of this Company Application. Since the Transferor Company and the Transferee Company are engaged in constructions business having independent activities and since both the companies are under the same management and have complementing business activities, having proposed to amalgamate both the companies to have synergy of operations, the Board of Directors of the Transferor Company and the Transferee Company in their meeting held on 25.08.2010, passed resolutions approving the scheme of amalgamation to be effective from 01.04.2010, subject to the approval by this Court. The proposed scheme of amalgamation has been enclosed and the resolutions passed by the Board of Directors have also been enclosed as Annexures-G1 and G2. The latest audited financial summary of both the Transferor and the Transferee Companies as on 31.12.2010 have also been filed as Annexures- C and F. It is further stated that the Transferor Company had no secured creditors as on 31.12.2010 and it had one current liability/unsecured creditor for a sum of Rs.29,98,738/-. It is stated that no investigations or proceedings are pending under Sections 235 to 251 of the Act against the Transferor Company and no petition under Sections 397 or 398 of the Act has been filed against the Transferor Company. While stating that the Transferor Company is a wholly owned subsidiary of Transferee Company and there are only two members in the Transferor Company and they have given their affidavits expressing no objection for the proposed scheme of amalgamation, the present Application is filed for dispensing with the convening of the meeting of the shareholders of the Transferor Company for the purpose of considering the proposed scheme of amalgamation. I have heard Smt. Vanga Anitha, 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 there are only two (2) shareholders in the Transferor Company and both of them have given positive consent by way of affidavits annexed to this application, I am of the opinion that there is no need for convening of the meeting of the shareholders of the Transferor Company for the purpose of considering the proposed scheme of amalgamation. Accordingly, the Company Application is allowed as prayed for and convening of the meeting of the shareholders of the applicant company is dispensed with. __________ G. ROHINI, J Date: 07.04.2011 Ivd