THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.255 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 THEJA ENERGY LIMITED AND IN THE MATTER OF MY HOME INDUSTRIES LIMITED Theja Energy Limited, having its registered office at IV Floor, My Home, Jupally, Greenlands, Ameerpet, Hyderabad – 500 016, represented by its Director Mr.Ranjan Kumar Roy Chowdhury ….Applicant/ Transferor Company **** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.255 of 2010 ORDER: This Company Application has been taken out by Theja Energy 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 meeting of shareholders/members of the applicant Company. 2. 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 applicant 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. 3. The transferor company is wholly owned subsidiary of My Home Industries Limited (hereinafter referred to as ‘the transferee company’). 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 transferor company is situated at My Home Hub, Block-3, 9th Floor, Madhapur, Hyderabad – 500 081. The authorized share capital of the transferor 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 transferee company and its nominees have given their no objection for granting the proposed scheme of amalgamation. Hence, this application by the applicant company to dispense with the holding of the meeting of the shareholders/members of the applicant company. 4. Heard learned counsel appearing for the applicant Company and perused the affidavit filed in support of the application. 5. The transferor company has no secured or unsecured creditors. The transferor company has seven shareholders. All the shareholders have placed on record their affidavits indicating their consent for the proposed scheme of amalgamation. It is a fully owned subsidiary company of the transferee company. In view of all the shareholders/members of the applicant company giving their affidavits indicating their consent for the proposed scheme of amalgamation, I am of the considered view that there is no necessity to hold the meeting of the shareholders/members of the applicant company, for the purpose of considering the proposed scheme of amalgamation. 6. Accordingly, the Company Application is allowed and holding of the meeting of the shareholders/members 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 No.255 of 2010 Dated:08th April, 2010