THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION No.156 OF 2011 Dated: 25.02.2011 Between : My Home Constructions Private Limited …… Applicant/Transferee Company The Court made the following :- THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION No.156 OF 2011 O R D E R : This application is filed by My Home Constructions Private Limited (hereinafter referred to as the ‘Transferee Company’) under Sections 391 and 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to dispense with the convening of meeting of its shareholders for the purpose of considering the proposed scheme of amalgamation between the Transferee Company and M/s. Vinod Real Estates Private Limited (hereinafter referred to as the ‘Transferor Company’). The Transferor Company was incorporated on 27.04.1995 vide registration No.01-20143. The registered office of the Transferor Company is situated at Door No.1-123, 8th floor, 3rd Block, My Home Hub, Mahdapur, Hi-Tech City, Hyderabad-500 081. The present authorized share capital of the Transferor Company as on 31.12.2010 was Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital of the Transferor company is Rs.4,95,500/- divided into 49,550 equity shares of Rs.10/- each. The main objects of the Transferor Company have been mentioned in Para No.9 of this Company Application. The Transferee Company was incorporated under the Act on 10.12.1992 originally as a public limited company vide company No.01-15115 of 1992-93 and converted into a private limited company on 21.07.1997. The registered office of the Transferee Company is situated at Door No.1-123, 8th floor, 3rd Block, My Home Hub, Mahdapur, Hi-Tech City, Hyderabad-500 081. The present authorized share capital of the Transferee Company as on 31.12.2010 was Rs.6,00,00,000/- divided into 60,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Transferee Company as on 31.12.2010 was Rs.3,66,35,350/- divided into 36,63,535 equity shares of Rs.10/- each. The main objects of the Transferee Company have been mentioned in Para No.5 of this Company Application. It is stated that having proposed a scheme of amalgamation between the Transferor and the Transferee Companies, the Board of Directors of the said companies at their respective meetings held on 11.02.2011 passed resolutions approving the scheme of amalgamation with effect from 01.01.2011 subject to the approval/consent of the shareholders and confirmation by this Court. The salient features of the scheme of amalgamation have been enumerated in the Company Application and a copy of the scheme has also been annexed to the Company Application. It is stated that both the Transferor and Transferee companies are unlisted companies and no investigation or proceedings are pending under Sections 235 & 237 or any other provision of the Act. It is also stated that both the companies are closely held private limited companies in which there is common family shareholding. It is further stated that the assets of the companies are sufficient to meet all the liabilities and the scheme of amalgamation does not involve any compromise with creditors of either company and all the shareholders and creditors gave their affidavits expressing no objection for approval of the proposed amalgamation and to dispense with the meeting for approval of the scheme. It is further stated that the Transferee Company has only 10 (ten) shareholders and all of them have submitted affidavits expressing their no objection for approval of the proposed amalgamation and to dispense with the meeting of the shareholders to approve the scheme. I have heard Sri W.Muralikrishna, 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 all the 10 (ten) shareholders of the Transferee Company (as reflected from the list of shareholders filed as Annexure- K) have given positive consent by way of affidavits (enclosed as Annexures- L to U to this application) for the proposed scheme of amalgamation, I am of the opinion that there is no need for convening the meeting of the shareholders of the Transferee Company for the purpose of considering the proposed scheme of amalgamation. Accordingly, the Company Application is allowed as prayed for and convening of meeting of the shareholders of the applicant company is hereby dispensed with. __________ G. ROHINI, J Date: 25.02.2011 Ivd