COMPA/1932/2015 of Marino Food Products Private Limited, Vs - on 31 December 2015

ORDER:

This Company Application is filed by Marino Food ProductsPrivate Limited-Transferee Company (herein after referred to as “theApplicant Company”) under Sections 391 of the Companies Act, 1956(in short “the Act”) with a prayer to dispense with the meeting of themembers, appointment of Chairperson and also the meeting of theSecured and Unsecured Creditors of the Applicant Company forconsideration of the proposed scheme of amalgamation of ShahComplex Private Limited (Transferor Company) with the ApplicantCompany.

2) The Applicant Company pleaded that it was incorporatedunder the Act on 26.05.2010 with its Registered Office situated atSurvey No.18, Raj Bolaram village, Medchal Mandal, Hyderabad. Itsmain objects are to manufacture, produce, process, prepare, disinfect,fermentate, compound, mix, concentrate, pack, repack, all typesdescriptions, tests, uses and packs of cakes, cookies, confectionery,wafers, chips, chocolates, bread, namkeens, biscuits, rusks and allother cereals.

3) The Applicant Company further pleaded that its authorized sharecapital as on 31.03.2015 is Rs.5,00,00,000/- divided into 50,00,000equity shares of Rs.10/- each, and its issued, subscribed and paid-upshare capital as on 31.03.2015 is Rs.4,50,00,000/- divided into45,00,000 Equity shares of Rs.10/- each. That the Transferor Companyis also engaged in the same business and that by the proposedscheme, amalgamation of the Transferor Company with the ApplicantCompany is envisaged and that the proposed scheme ofamalgamation will be beneficial and advantageous in the long-terminterest of both the Companies and its shareholders. A copy of theproposed scheme of amalgamation is filed as Annexure-F.

4) The Applicant Company also pleaded that by Resolution dated27.10.2014 (Annexure-E), its Board of Directors have approved theproposed scheme of amalgamation of Transferor Company with theApplicant Company.

5) It is further pleaded by the Applicant Company that it has threeshareholders viz., Sri Om Prakash Chhawnika, S/o Jagdish PrasadAgarwal; Sri Vaibhav Chhawnika, S/o Om Prakash Chhawnika; andM/s. Olv Bio Farming Private Limited represented by Sri Om PrakashChhawnika, S/o Jagdish Prasad Agarwal, who have given theirconsent for the proposed scheme of amalgamation by way of affidavitsfiled as Annexures-G1 to G3. It is also pleaded by the ApplicantCompany that it has two Secured Creditors and 10 UnsecuredCreditors, who have also given their consent for the proposed schemeof amalgamation. Hence, it is prayed that the requirement of holdingthe meetings of the members, Secured and Unsecured Creditors of theApplicant Company for consideration of the proposed scheme ofamalgamation may be dispensed with.

6) In view of the above facts pleaded by the Applicant Companyand having regard to the fact that its three shareholders viz., Sri OmPrakash Chhawnika, S/o Jagdish Prasad Agarwal; Sri VaibhavChhawnika, S/o Om Prakash Chhawnika; and M/s. Olv Bio FarmingPrivate Limited represented by Sri Om Prakash Chhawnika, S/oJagdish Prasad Agarwal, so also its Secured Creditors two in numberviz., Axis Bank and Bank of India, and the Unsecured Creditors ten innumber viz., 1) Adhunik Commotrade Private Limited, Kolkata, 2)Bluemoon Comtrade Private Limited, Kolkata, 3) Bright Star Tie-UpPrivate Limited, Kolkata, 4) Diwan Deepak Chand, Hyderabad, 5)Hallow Securities Private Limited, Kolkata, 6) OLV Bio FarmingPrivate Limited, Kolkata, 7) Om Prakash Chhawnika, S/o JagadishPrasad Agarwal, Hyderabad, 8) Sesun Marketing Private Limited, Kolkata, 9) Shivraj Dealers Private Limited, Kolkata, 10) ShahComplex Private Limited, Kolkata, have given their consent for theproposed scheme of amalgamation of the Transferor Company withthe Applicant Company, the requirement of holding of meetings of themembers, Secured and Unsecured Creditors of the ApplicantCompany for consideration of the proposed scheme of amalgamationis dispensed with.

7) This Company Application is accordingly allowed.

____________________________

CHALLA KODANDA RAM, J

Dated: 31.12.2015v v

HON’BLE SRI JUSTICE CHALLA KODANDA RAM

VV

COMPANY APPLICATIONNo.1932 of 2015DATE:31.12.2015