Application to dispense with convening a shareholders meeting for amalgamation scheme. Court held meeting unnecessary as all shareholders consented and allowed application.
Meeting of shareholders of the transferor company for considering the scheme of amalgamation dispensed with.
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HON’BLE SRI JUSTICE B.SESHASAYANA REDDY
COMPANY APPLICATION No. 297 of 2010
O R D E R:
This is an application filed under Sec. 391 and 394 of the Companies Act 1956 R/w. Sec. 9 of Companies (Court) Rules, 1959 by M/s. Ecmas Polyesters Private Limited (hereinafter referred to as “the Transferor Company”) represented by its Director Sri T.Balachandra to dispense with the convening meeting of the shareholders of the company to consider the scheme of Amalgamation.
2. The Transferor Company is a private limited company incorporated under the Companies Act, 1956 vide Certificate of incorporation No. 01-07263 issued by the Registrar of Companies. The main objects of the Transferor company is to carry on business as manufactures, producers, dealers in resigns of all kinds including unsaturated polyester Resins and their derivatives oxidising and non oxidizing agents, modified alkyd resins of all kinds and vinyl resins etc., more fully described in
para 4 of the application. The share capital of the transferor company is Rs. 24,00,000/- divided into 24,000 equity shares of Rs.100/- each. The present issued, subscribed and paid up capital is Rs.14,37,500/- divided into 14,375 fully paid up equity shares of Rs.100/- each.
3. Ecmas Resins Private Limited Company (hereinafter referred to as a ‘Transferee Company’) is a company registered under the Companies Act 1956.
4. The authorized share capital of the transferee company is Rs.2,00,000/divided into 2,00,0000 equity shares of Rs.100/- each. The issued, subscribed and paid-up capital is Rs.19,45,000/- divided into 19,450 fully paid up equity shares Rs.100/- each.
5. The object of the scheme of amalgamation have been stated in para No. 8 of the application.
6. The Board of Directors of the Transferor company in a meeting held on 1203-2010 passed a resolution approving the scheme of amalgamation to be effected from 01-04-2009 subject to the approval/directions of this Court. The total number of shareholders in the transferor company is eight (8). All the eight members have gone through the scheme of amalgamation and have given their written consent for the same. Hence this application seeking releifs as stated supra.
7. Heard learned counsel for the applicant and perused the material brought on record.
8. Since all the eight shareholders of the Transferor Company have given their consent for the proposed scheme of amalgamation, there is no need of their convening meeting for considering the scheme of amalgamation. Hence the meeting of the shareholders of the transferor company is dispensed with.
9. Accordingly, the Company Application is allowed.
23-04-2010
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HON’BLE SRI JUSTICE B.SESHASAYANA REDDY
COMPANY APPLICATION No. 297 of 2010
DATED: 23-04-2010
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1 issue framed by the court
Whether a meeting of shareholders is required to consider the scheme of amalgamation when all shareholders have given written consent.
3 provisions across 2 enactments
M/s. Ecmas Polyesters Private Limited
B. Seshasayana Reddy
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
