THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.256 and 257 of 2010 Dated:08th April, 2010 IN THE MATTER OF THE COMPANIES ACT (1 OF 1956) AND IN THE MATTER OF SECTIONS 391 TO 394 OF THE COMPANIES CT, 1956 AND IN THE MATTER OF MY HOME INDUSTRIES LIMITED AND IN THE MATTER OF THEJA ENERGY LIMITED My Home Industries Limited, having its Registered Office at My Home Hub, Block-3, 9th Floor, Madhapur, Hyderabad – 500 081, Andhra Pradesh, represented by its Chairman and Managing Director Dr.Rameswar Rao J. ….Applicant/ Transferee Company **** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.256 and 257 of 2010 COMMON ORDER: Both these Company Applications have been taken out by My Home Industries Limited under Sections 391 and 394 of the Companies Act, 1956, read with Rules 67, 69 and 9 of the Companies (Court) Rules, 1959, seeking to dispense with the holding of meetings of shareholders, secured and unsecured creditors of the applicant Company. More precisely, C.A.No.256 of 2010 has been taken out by the applicant company seeking to dispense with the holding of the meeting of the shareholders, and C.A.No.257 of 2010 has been taken out seeking to dispense with the meetings of the secured and unsecured creditors of the applicant company. 2. My Home Industries Limited (hereinafter referred to as ‘the transferee company’) was incorporated under the provisions of the Companies Act, 1956, on 05.09.1984 vide Company Registration No.4951. The registered office of the applicant company is situated at My Home Hub, Block-3, 9th Floor, Madhapur, Hyderabad – 500 081. The authorized, issued, subscribed and paid up capital of the transferee Company as on 28.02.2010 is Rs.70,00,00,000/- divided into 7,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.59,12,56,420/- divided into 5,91,25,642/- equity shares of Rs.10/- each fully paid up. The main objects of the applicant company are to produce, manufacture, refine, prepare, import, purchase, sell and generally to deal in all kinds of Portland cement, Portland pozzolona cement, Portland slag cement etc. 3. Theja Energy Limited (hereinafter referred to as ‘the transferor company’) was incorporated under the provisions of the Companies Act, 1956, on 22.09.2008 vide Corporate Identity No.U40102AP2008PLC061147. The registered office of the applicant company is situated at IV Floor, My Home Jupally, Greenlands, Ameerpet, Hyderabad – 500 016. The authorized, issued, subscribed and paid up capital of the transferor Company as on 28.02.2010 is Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.4,18,00,000/- divided into 41,80,000 equity shares of Rs.10/- each fully paid up. The main objects of the transferor company are to carry on all or any of the business of procurers, generators, suppliers, distributors, transformers, converters, transmitters, producers, manufacturers, processors, developers, storers, carriers, importers and exporters of and dealers in electricity and any products or by-products derived from any such business and any products derived from or connected with any other form of energy including without limitation etc. 4. The main features of the proposed scheme of amalgamation have been stated in para.13 of the application. The applicant company has seven shareholders and four secured creditors. All the shareholders and four secured creditors have placed on record their no objection in writing for the proposed scheme of amalgamation. Hence, these two company applications seeking the reliefs stated supra. 5. Heard learned counsel appearing for the applicant Company and perused the affidavit filed in support of the application. 6. All the shareholders of the applicant Company have placed on record their affidavits indicating their consent for the proposed scheme of amalgamation. The four secured creditors of the applicant company also have placed on record their no objection in writing for the proposed scheme of amalgamation. The transferor company is a fully owned subsidiary company of the transferee company. In view of all the shareholders and secured creditors of the applicant company giving their no objection for the proposed scheme of amalgamation, I am of the considered view that there is no necessity to hold the meetings of the shareholders, secured and un-secured creditors of the applicant company, for the purpose of considering the proposed scheme of amalgamation. 7. Accordingly, both the Company Applications are allowed and holding of the meetings of the shareholders, secured and unsecured creditors of the applicant company is dispensed with. ______________________ B.SESHASAYANA REDDY, J. Date:08th April, 2010. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.256 and 257 of 2010 Dated:08th April, 2010