Company Application No. 514 of 2010 · High Court

This application is filed under Sections 391 to 394 of the Companies Act, 1956 seeking a direction to dispense with the meeting of the shareholders and unsecured creditors of the applicant company.

Heard the learned counsel for the applicant- company. Perused the records.

M/s Bio Green Papers Limited (‘applicant- company’ in short) was incorporated under Companies Act, 1956, having its registered office at 7-1- 34,

II Floor, Sridevi Mansion, Shamkaran Road, Ameerpet, Hyderabad – 500 016. The applicant- company proposes a scheme of arrangement between the applicant-company and Bio Green Industries Limited and its shareholders and creditors which envisages a demerger of investments made by Bio Green Industries Limited in Bio Green Papers Limited, a 100% wholly owned subsidiary of Bio Green Industries Limited into a separate listed company in the name and style of ‘Bio Green Papers Limited’. The applicant-company was originally incorporated on 17-03-1994 in the name of Shivsagar Paper and Chemicals Limited and thereafter it was changed into the present name and a fresh certificate of incorporation was issued and the change of name was also notified with the Registrar of Companies on 09-04-

The main objects of the applicant-company, as set out in the Memorandum of Association, are as follows:- i) To carry on the business of manufacturers and dealers in pulp Board and paper all kinds and articles made from Board Paper or Pulp and materials used in the manufacture or treatment of Board Pulp and Paper. ii) To produce manufacture, use, buy, import or otherwise acquire, sell, distribute, deal in and dispose of chemicals and chemical products of every nature and derivatives and bye-products thereof and products to be made there from. iii) To carry on all or any of lie business of timber and wood merchants, bamboo and timber growers, saw mills importers and exporters of and dealers kin all kinds of bamboos, woods, plants, to purchase, take on lease or otherwise acquire plan, cut and deal in forest or timber lands and estate of every description. iv) To buy, sell, manufacture, and deal in minerals, plants, machinery, implements, conveniences, provisions and things capable of being used in the manufacture of paper and wood Chemicals and Chemical Products.

The benefits of the scheme of demerger are set out in the scheme and are referred to in the application and they are not reiterated here for the sake of brevity.

The authorized share capital of the applicant- company is Rs.11 crores divided into 1,10,00,000 of equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs.8,00,35,000/- divided into 80,03,500 equity shares of Rs.10/- each. The salient features of the composite scheme of arrangement envisaging demerger of the Bio Green Papers Limited from Bio Green Industries Limited, are set out in detail in the petition.

The board of directors of the Bio Green Papers Limited by resolution dated 12-04-2010 had approved the scheme of arrangement involving demerger. It is stated that there is only one shareholder and he gave an affidavit expressing consent for the proposed scheme of demerger and the said affidavit is filed along with the application. It is also stated that there are no secured creditors for the company and there is only one unsecured creditor who also gave affidavit expressing consent the proposed scheme of arrangement. The said affidavit of the unsecured creditor is also filed along with the application.

Having regard to the fact that there is only one shareholder and one unsecured creditor and both of them have given consent the proposed scheme of arrangement by way of affidavits, it is considered that the meeting of the shareholders of the applicant- company and meeting of the unsecured creditors be dispensed with and the same are accordingly dispensed with.

In the result, the Company Application is allowed. There shall be no order as to costs. ____________________ G.V.SEETHAPATHY, J 02nd July 2010 Lrkm. IN THE HIGH COURT OF JUDICATURE, ANDHRA PRADESH AT HYDERABAD FRIDAY, THE SECOND DAY OF JULY TWO THOUSAND AND TEN PRESENT: HON’BLE SRI JUSTICE G.V.SEETHAPATHY COMPANY APPLICATION No.514 OF 2010 IN THE MATTER OF THE COMPANIES ACT, 1956 (1 OF 1956) AND IN THE MATTER OF SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956 And In the matter of Scheme of Arrangement Between Bio Green Industries Limited (Demerged Company) And Its Shareholders and Creditors And Bio Green Papers Limited (Resulting Company) M/s Bio Green Papers Limited, A Company incorporated under the Companies Act, 1956 having its registered office at 7-1-34, II Floor, Sridevi Mansion, Shamkaran Road, Ameerpet, Hyderabad – 500 016. …Applicant Company