Sai Silks (Kalamandir) Limited (Kalamandir), v. -

HONOURABLE SRI JUSTICE CHALLA KODANDA RAM COMPANY APPLICATION No. 83 OF 2016 DATED 11th February, 2016 In the matter of M/s. Sai Silks (Kalamandir) Limited, Hyderabad, represented by its Managing Director Mr.Naga Kanaka Durga Prasad ....Applicant/Transferee Company HONOURABLE SRI JUSTICE CHALLA KODANDA RAM COMPANY APPLICATION No. 83 OF 2016 ORDER:

This Company Application is filed by M/s. Sai Silks (Kalamandir) Limited -Transferee Company for a direction to dispense with the requirement of convening the meeting of its shareholders, secured creditors and unsecured creditors for consideration of the proposed scheme of amalgamation between it (applicant company) and M/s. I-One Investments Private Limited (I-ONE)-Transferor Company.

It is submitted by the learned counsel for the applicant that there are ten shareholders to the applicant company and the entire shares of the company are held between the applicant company's ten share holders as per the details mentioned below:

No. of shares holding Total Capital (in Rs.) Sl.

No.

Name of the share Face Value % of shares holder Mr.Chalavadi Naga K a n a k a Durga Prasad 70,42,600 Rs.10 7,04,26,000 33.71 Mrs.chalavadi Jhansi Rani 47,51,700 Rs.10 4,75,17,000 22.7 3.

Mrs.P.Dhanalakshmi 29,31,900 Rs.10 2,93,19,000 14.03 4.

Ms.Chalavadi Devamani 22,24,200 Rs.10 2,22,42,000 10.65 Mr.Chalavadi D.K.

Durga Rao 16,16,500 Rs.10 1,61,65,000 7.73 6.

Mr.Annam Kalyan Srinivas 15,15,400 Rs.10 1,51,54,000 7.25 Mr.Annam Subash Chandra Mohan 5,04,400 Rs.10 50,44,000 2.41 8.

Ms.Annam Suchitra 1,01,100 Rs.10 10,11,000 0.48 Ms. Annam Sojanya 1,01,200 Rs.10 10,11,000 0.48 10.

Mr.Annam Venkata Rajesh 1,01,100 Rs.10 10,11,000 0.48 The above persons have given their consent by way of affidavits, which are at Exs. G to G9.

Even the unsecured creditors and secured creditor also gave their consent/no objection for the proposed Scheme of Amalgamation by way of affidavits, which are at Exs. I to I.14. Heard the learned counsel for the applicant and perused the record.

As per the certificate furnished by the Registrar of Companies and as per the balance sheet the authorised share capital of the transferee company is Rs.2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/- each. As per the consent affidavits of the respective unsecured creditors,

secured creditor and also shareholders, whose names are mentioned above are holding maximum shareholdings and as they all have given consent / no objection for the proposed Scheme of Amalgamation, no useful purpose will be served by directing to convene their meeting and it is only a futile exercise. Therefore, the applicant has made out a case for dispensing with the meeting of its shareholders, unsecured creditors and secured creditor for consideration of the proposed scheme of amalgamation between it and M/s.

I-One Investments Private Limited.

Accordingly, the company application is allowed. __________________________________ JUSTICE CHALLA KODANDA RAM Dated: 11th February, 2016 Msnrx