THE HON'BLE MR JUSTICE G.V.SEETHAPATHY COMPANY APPLICATION No :670 of 2010 DATED:23-08-2010 ORDER: This application is filed under Sections 391 and 394 of the Companies Act, 1956 r/w Rule 9 of the Companies (Court) Rules, 1959, seeking to dispense with convening of the meeting of the shareholders of the applicant. 2. Heard learned counsel appearing for the transferor company. Perused the record. 3. The applicant company-M/s Gautami Power (Jegurupadu) Private Limited (hereinafter referred to as ‘transferor company’) was originally incorporated under the name and style ‘M/s Jegurupadu Power Plant Services Private Limited’ on 27-12-2001 and subsequently changed its name as GVK Power (Jegurupadu) Private Limited. The registered office of the transferor company is situate at Sardar Patel road, Secunderabad. The authorized share capital of the transferor company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/-each fully paid up. 4. The main objects of the transferor company are: “ to carry on the business of operating and maintaining electric and all other kinds of power generation projects, providing operating and maintaining facilities relating to electric and all other kinds of power generations, to acquire concessions or licenses granted by or to enter into contracts with the Government of India or any State Government, municipal or local authorities, company or person in India for construction, operation and maintenance of any electric installation for the production, transmission or use of electric power and to generate, harness, develop, purchase, accumulate, distribute and supply electricity by setting up hydro and thermal power plants using liquid gaseous or solid fuels like water, gas, air, naphtha, coal, diesel oil and other petroleum products, or through renewable energy sources such as solar, photo voltaic, wind mill or through any other means and to supply such power either directly or through transmission lines and such other facilities of Central or State Governments or Private Companies or Electricity Boards to industries and to Central/State Government, Electricity Boards and other consumer”.. 5. The details of the objects of the transferor company are set out in the Memorandum and Articles of Association and extracted in the petition and hence, they are not repeated here for the sake of brevity. 6. The scheme of amalgamation is proposed between the applicant-transferor company and M/s GVK Industries Limited (hereinafter referred to as ‘transferee company’). 7. The benefits and salient features of the proposed scheme of amalgamation are set out in the scheme and also stated in the petition and hence they are not repeated here for the sake of brevity. 8. It is stated that the proposed scheme would contribute to the future business and profitability of the amalgamated company and the proposed amalgamation would be beneficial and advantageous in the long term interest of both the transferor and the transferee companies and their shareholders. The Board of Directors of both the companies at their meetings held on 21-07- 2010, approved the scheme of amalgamation subject to approval of the same by the shareholders and confirmation by this Court. It is stated that there are only two shareholders i.e. G.V.K.Industries Limited having 99.99% of the shareholders and G.V.Krishna Reddy, jointly with G.V.K.Industries Limited having 0.01% in the transferor company. Both the shareholders have furnished affidavits stating no objection for the proposed scheme of amalgamation and the said affidavits are placed on record. 9. In the circumstances, having regard to the fact that there are only two shareholders and one of them is the transferor company itself and that the two shareholders have stated no objection for the proposed scheme of amalgamation by way of affidavits, it is considered that a formal meeting of the shareholders is not required to be convened. Accordingly, the meeting of the shareholders is dispensed with. 10. Company Application is ordered accordingly. ______________________ G.V.SEETHAPATHY,J 23rd August, 2010. Tsy