M/S. Vbc Power Company Limited v. -

HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY Company Application No.1610 of 2015 Between:

M/s VBC Power Company Limited, Hyderabad, reptd by its Managing Director-Santanu Kumar Daspatnaik ..... Applicant/ Transferee Company Counsel for the applicant: Mr.V.S.Raju The Court made the following:

ORDER:

This Company Application is filed by M/s VBC Power Company Limited (Transferee Company) to dispense with the requirement of holding the meeting of its equity shareholders for considering the scheme of arrangement.

The applicant averred that it was incorporated under the Companies Act, 1956 on 29.11.2012; that its registered office is situated at Khairatabad, Hyderabad; that its authorized share capital as on 31.3.2015 is Rs.5 lakhs divided into 50,000 equity shares of the value of Rs.10/- each; that its issued, subscribed and paid up capital as on 31.3.2015 is Rs.5 lakhs divided into 50,000 equity shares of the value of Rs.10/- each fully paid up; that its main objects, as set out in the Memorandum of Association, are to generate, harness, develop, accumulate, distribute and supply electricity by setting up power plants by use of liquid, gaseous or solid fuels for the purpose of light, heat, motive power and for all

other purposes for which electric energy can be employed, etc; and that its Board of Directors, vide its resolution, dated 29.5.2014, (filed as Annexure-A7 ) has approved the scheme of arrangement, i.e., demerger of the power division of M/s VBC Ferro Alloys Limited (Transferor Company) into it with effect from the appointed date i.e., 01.4.2014.

The applicant averred that the said arrangement will enable better management, accelerate the growth of power business and provide better visibility to the shareholders of the transferor and transferee companies.

The applicant further averred that it has seven equity share holders and all of them have given their consent affidavits to the proposed scheme of arrangement; and that it has no secured and unsecured creditors.

The applicant has, therefore, sought for dispensing with the holding of the meeting of its equity shareholders for considering the proposed scheme of arrangement.

Having regard to the above facts, supported by the documentary evidence, i.e., the consent affidavits filed by the equity shareholders of the applicant, this Court is of the opinion that no purpose will be served by ordering to hold their meeting for considering the proposed scheme of arrangement.

The Company Application is, accordingly, allowed. ____________________________ JUSTICE C.V.NAGARJUNA REDDY 14th October 2015 DR