Judgment · High Court · 2010

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.

Heard learned counsel appearing for the transferor company. Perused the record.

The applicant company-M/s Gautami Power (Samalkot) Private Limited (hereinafter referred to as ‘transferor company’) was originally incorporated as a private limited company on 04-08-2007 and the registered office of the transferor company is situate at Sardar Patel road, Secunderabad. The authorized share capital of the transferor company is Rs.5,00,000/- divided into 50,000 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.

The objects of the transferor company are: (a) 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 consumers and to achieve the objectives referred to above either singly or in joint venture with partners, Indian or foreign, or through third parties, whether Indian or foreign on a turnkey basis and to transmit, distribute, supply and sell power to Central/State Government, Electricity Boards, industry and other consumers, whether within the State or otherwise of electricity including those for captive consumption. (b) To construct, establish, operate, manage power stations, boiler houses, steam turbines, switch yards, transformer yards, sub-stations, transmission lines, accumulators, workshops and all such works necessary for generating, accumulating, distributing and supplying of electricity. To construct, lay down, establish, fix, erect, equip, and maintain power generating machinery, and all other types of plant and machinery, electrical equipment and cables, computer and control equipment, transmission lines, accumulators, fittings and apparatus in the capacity of principals, contractors or otherwise.

The details of the objects of the transferor company are set out the Memorandum and Articles of Association and extracted in the petition and hence, they are not repeated here for the sake of brevity.

The scheme of amalgamation is proposed between the applicant-transferor company and M/s GVK Gautami Power Limited Company (hereinafter referred to as ‘transferee company’).

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.

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 transferor and 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.Gautami Power Limited having 99.99% of the shareholders and G.V.Krishna Reddy, jointly with G.V.K.Gautami Power Limited having

0.01% in the transferor company. Both the shareholders furnished affidavits stating no objection for the proposed scheme of amalgamation and the said affidavits are placed on record.

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 for considering the proposed scheme of amalgamation. Accordingly, the meeting of shareholders for the purpose of consideration of the proposed scheme of amalgamation, is dispensed with.

Accordingly, Company Application is ordered. ______________________ G.V.SEETHAPATHY,J 23rd August, 2010. Tsy