In Company Application No. 298 of 2010, the Court dispensed with the convening of a shareholders' meeting for a scheme of amalgamation under Sections 391 and 394 of the Companies Act, 1956, noting that all six shareholders of the transferee company had consented.
The meeting of the shareholders of the transferee company was dispensed with.
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HON’BLE SRI JUSTICE B.SESHASAYANA REDDY
COMPANY APPLICATION No. 298 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 Transferee company”) represented by its Managing Director
Sri N.Ravindra to dispense with the convening meeting of the shareholders of the company to consider the scheme of Amalgamation.
2. The Transferee Company is a private limited company incorporated under the Companies Act, 1956 vide Certificate of incorporation No. 01-14761 issued by the Registrar of Companies. The main objects of the Transferee company is to carry on business of manufactures, producers, refiners, Processors, Exporters, Importers, Distributors and dealers in chemicals, and all types of resins such as alkyd resins of oxidizing semi-oxidizing or non oxidizing varieties modified alkyd resins of phenolated styrenated, acrylated, siliconzed, thixotrophic, resins, estergum, rosin resin modified malcics, hydrogenerated resins and resin derivatives, resin mokdified malcics, hydrogenerated resins and resin derivatives, resin modified alkyds, amino resins, saturated and unsaturated plysters, epoxies, plyamides, ketonics resins, acrylic rersins of all varieties, thermoplastic and thermosetting resins, hydrocarbon resins, vinyl resins of different types, polymeric plasticizers, polyothers, polycarbonates, silicones, cellulosic plastic, thermosetting and thermoplastic materials, plastic and resinous materials, elastomer emulsions, polymers, surface active and tanning agents. The share capital of the transferee company is Rs.2,00,00,000/- divided into 2,00,0000 equity shares of Rs.100/each. The ssued, subscribed and paid-up capital is Rs.19,45,000/- divided into 19,450 fully paid up equity shares Rs.100/- each.
3. Ecmas Polyesters Private Limited (hereinafter referred to as a ‘Transferor Company’) is a Company registered under the Companies Act,
1956.
4. The authorized 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.
5. The objects of the scheme of amalgamation have been stated in para No. 8 of the application.
6. The Board of Directors of the Transferee Company in a meeting held on 12-03-2010 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 transferee company is six (6). All the six members have gone through the proposed 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 six shareholders of the Transferee 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 transferee company is dispensed with.
9. Accordingly, the application is allowed.
23-04-2010
Mjl/*
HON’BLE SRI JUSTICE B.SESHASAYANA REDDY
COMPANY APPLICATION No. 298 of 2010
Dated: 23-04-2010
Mjl/*
1 issue framed by the court
Whether a shareholders' meeting is required to consider a 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
