Company Application No. 1722 of 2011 · High Court · 2011

Rep. by its Director Mr.C.Purushotham. …Applicant in C.A.No.1722 of 2011 *** M/s. Greenko Godavari Power Projects Private Limited, a Company Registered under the Companies Act, 1956, having its Registered Office at Plot No.1366, Road No.45, Jubilee Hills, Hyderabad – 500 033, Rep. by its Director Mr.C.Purushotham. …Applicant in C.A.No.1723 of 2011 *** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.1722 and 1723 of 2011 COMMON ORDER: These two Company Applications have been taken out under Sections 391 and 394 of the Companies Act, 1956, r/w. Rules 9 and 34 of the Companies (Court) Rules, 1959, to dispense with convening the meetings of the shareholders, secured creditors and unsecured creditors of the applicant Companies for the purpose of considering the proposed Scheme of merger and Amalgamation.

M/s. L.V.S. Power Private Limited (hereinafter referred to as ‘the transferee Company’) is the applicant in Company Application No.1722 of 2011. M/s.Greenko Godavari Power Projects Private Limited (hereinafter referred to as ‘the transferor Company’) is the applicant in Company Application No.1723 of 2011. 3 The transferee Company was incorporated as a public Company on 18.03.1996 and was converted into a private limited company and obtained fresh certificate of incorporation from the Registrar of Companies, Andhra Pradesh, on 01.10.2010. The registered office of the transferee Company is situated at Plot No.1366, Road No.45, Jubilee Hills, Hyderabad. The authorized capital of the transferee Company is Rs.85,00,00,000/- divided into 8,50,00,000 equity shares of Rs.10/- each. The issued, subscribed and fully paid up capital is Rs.79,88,57,960/- divided into 7,98,85,796 equity shares of Rs.10/- each. The main objects of the transferee Company are: To general, harness, develop, accumulate, distribute and supply electricity by setting up power plants by the use of liquid, gaseous or solid fuels such as Hydro-Thermal, Gas, Air, any type of liquid fuel, or through renewable energy sources such as Solar, Photovoltaic, magnate, windmill, and/or any other means for the purpose of light, heat, motive power and for all other purpose for which electric energy can be employed, etc.

The transferor Company was incorporated on 09.06.2010 under the Companies Act, 1956. The registered office of the transferor Company is situated at Plot No.1366, Road No.45, Jubilee Hills, Hyderabad. The authorized capital of the transferor Company is Rs.30,00,00,000/- divided into 3,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.24,01,01,000/- divided into 2,40,10,100 equity shares of Rs.10/- each. The main objects of the transferor Company are: To carry on in India or elsewhere the business to generate, receive, produce, improve, buy, sell, resell, acquire, use, transmit, accumulate, employ, distribute, develop, handle, protect, supply and to act as agent, broker, representative, consultant, collaborator, or otherwise to deal in electric power in all its branches of such place or places as may be permitted by appropriate authorities by establishment of gas based power plants, etc.

Under the proposed scheme of merger and amalgamation, the transferor Company is merging with the transferee Company. The Board of Directors of both the transferee and transferor Companies in their respective meeting held on

12.10.2011 has uuanimously approved the proposed scheme of merger and amalgamation.

There are four shareholders in the transferee Company and one shareholder in the transferor Company. The transferee Company is 100% holding of the transferor Company. All the shareholders of the transferee Company have placed on record their consent affidavits, which find place at Page Nos.118 to 125 of the material papers in Company Application No.1722 of 2011, giving their consent to the proposed scheme of merger and amalgamation. The shareholder of the transferor Company has placed on record its consent affidavit, which finds place at page No.117 and 118 of the material papers in Company Application No.1723 of 2011, giving its consent to the proposed scheme of merger and amalgamation. There are no secured creditors to the transferor Company. There are two unsecured creditors and one secured creditor to the transferee Company and there are two unsecured creditors to the transferor Company. The unsecured creditors have given their consent letters to the proposed scheme of merger and amalgamation. The transferee Company undertakes to produce the consent letter from its secured creditor i.e., ICICI Bank before disposal of the Company Petition. Hence, these two Company Applications with the prayer stated supra.

Heard learned counsel appearing for the applicant Companies and perused the material brought on record.

As could be seen from the material placed on record, the shareholders of the applicant Companies have placed on record their consent affidavits giving their consent to the proposed scheme of merger and amalgamation. The unsecured creditors of the applicant Companies have also placed on record their consent letters to the proposed scheme of merger and amalgamation. There is only one secured creditor to the transferee Company i.e. ICICI Bank. The transferee Company undertakes to file NOC from its secured creditor before disposal of the Company Petition. There are no secured creditors to the transferor Company.

In that view of the matter, both the Company Applications are ordered dispensing with the convening of the meetings of the shareholders, secured creditors and unsecured creditors of both the applicant Companies. No costs. _____________________ B.SESHASAYANA REDDY, J Date:25th November, 2011. THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.1722 & 1723 of 2011 Date:25th November, 2011