THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.74 & 75 of 2010 (Dated : 30-04-2010) C.P.No.74 of 2010 Between: Theja Energy Limited ….Petitioner/Transferor Company C.P.No.75 of 2010 Between: My Home Industries Limited ….Petitioner/Transferee Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.74 & 75 of 2010 COMMON ORDER: These two Company Petitions have been taken out under Sections 391 to 394 of the Companies Act, 1956 read with Rule 79 of the Companies (Court) Rules, 1959 seeking sanction to the proposed scheme of amalgamation. More precisely, Company Petition No.74 of 2010 is filed by M/s.Theja Energy Limited (hereinafter referred to as “Transferor Company”) and Company Petition No.75 of 2010 is filed by M/s.My Home Industries Limited (hereinafter referred to as “Transferee company”). The Transferor company was incorporated under the provisions of the Companies Act, 1956 on 2.9.2008, vide Corporate Identity Number U40102AP2008PLC 61147. The registered office of the Transferor company is situated at IV Floor, “My Home Jupally, Greenlands, Ameerpet, Hyderabad- 500 016. The authorized share capital of the Transferor company 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, stores, 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. The objects are more fully described in para 7 of the petition. My Home Industries Limited-Transferee Company was incorporated under the provisions of the Companies Act, 1956 on 5th September, 1984 in the name of “Devi Cements Limited” vide Registration No.4951 of 1984-85 and subsequently, changed its name to “My Home Cement Industries Limited” and later on further changed to “My Home Industries Limited” with effect from 3rd August, 2005. The authorized share capital of the Transferee company 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 Transferee Company are to produce, manufacture, refine, prepare, import, purchase, sell and generally to deal in all kinds of Portland cement, Portland Pozzolona cement etc. The objects are more fully described in para 4 of the petition. It is stated that the amalgamation of the Transferor company with the Transferee Company would enable the amalgamated company to carry on the combined business more economically and efficiently. The amalgamated company will have the benefit of the assets and licenses of both the companies. The Transferor company was established originally by the promoters of My Home Group of Companies and the Transferee Company with the capital held by them in the ratio of 74:26 with the object to establish a Captive Power Plant with a capacity of 60 MW to generate power and meet the energy needs of Transferee company. Later on, the Transferor Company became the wholly owned subsidiary Company of the Transferee Company, consequent upon which the entire paid up share capital of the Transferor company came to be held by the Transferee company. The scheme does not contemplate any compromise or arrangement with any class of creditors. The Board of Directors of the respective companies at their meeting held on 1st March, 2010 approved the scheme of amalgamation of the Transferor Company with the Transferee Company with effect from 01.3.2010, subject to the approval/consent of the shareholders and confirmation by this Court. This Court, by order dated 08.4.2010 in Company Application No.255 of 2010 dispensed holding of the meeting of the shareholders of the Transferor Company. By order dated 8.4.2010 passed in Company Application No.257 of 2010, the meeting of the secured and unsecured creditors of the Transferee Company came to be dispensed with. These two company petitions came to be admitted on 13th April, 2010. The petitioners in the respective petitions were directed to take out notice to the Regional Director, Ministry of Corporate Affairs, Chennai, the Registrar of Companies, Ministry of Corporate Affairs, Hyderabad and the Official Liquidator. Publication of notice of hearing of these petitions were taken out in Hyderabad edition of Deccan Chronicle (English daily) and Vaartha telugu daily. The Registrar of Companies filed common affidavit stating that the Transferee company should pay stamp duty as per the regulations of the Andhra Pradesh Stamp Act. The Official Liquidator filed his report bearing O.L.R.No.139 of 2010 stating that the affairs of the company do not appear to have been conducted in a manner prejudicial to the interest of members or to the public interest. Heard learned counsel appearing for the petitioner in both the petitions, learned counsel appearing for the Official Liquidator and learned Assistant Solicitor General representing the Registrar of Companies and perused the material brought on record. The Transferor company is wholly owned subsidiary company of the Transferee Company and the entire share capital of the Transferee company is held by the promoters and co-promoters and there is absolutely no public interest involved on the above counts in Transferor and Transferee Companies. No objection has been received from anyone opposing the proposed scheme of amalgamation of the Transferor company with the transferee company. From the material on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the scheme. Having considered the reports of the Registrar of Companies and the Official Liquidator and there being no opposition from any quarter for the proposed scheme and as all the statutory compliances have been fulfilled, I do not see any impediment in granting sanction to the scheme of amalgamation as proposed by the parties. Accordingly, these Company Petitions are allowed sanctioning the scheme of Amalgamation. The parties to the scheme or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to working of the scheme; and the Transferor company do lodge an authenticated copy of this order with the Registrar of Companies within 30 days from today. The petitioners in both the Company Petitions are to pay costs of Rs.3,000/- each to the Regional Director, Ministry of Corporate Affairs, Chennai and the Official Liquidator. Costs are to be paid within four weeks from today. _____________________ B.SESHASAYANA REDDY, J Dt. 30-04-2010 Noe:- Issue C.C within a week (B/o) RAR THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.74 & 75 of 2010 (Dated : 30-04-2010)