The Court allowed applications under Sections 391 and 394 of the Companies Act, 1956 to dispense with the convening of shareholders' meetings for an amalgamation scheme, finding unanimous consent from all shareholders sufficient.
Convening of meetings of shareholders of the applicant companies for the scheme of amalgamation was dispensed with.
This page shows the compact analysis of this judgement. The full analysis — procedural history, issue-by-issue holdings with ratio and obiter, advocates, and paragraph-level evidence for every claim — is being added to the record in batches and will appear here when this judgement has been through it.
THE HON’BLE Ms. JUSTICE G. ROHINI
COMPANY APPLICATION Nos.190 and 191 OF 2011
Dated: 04.03.2011
COMPANY APPLICATION No.190 of 2011
Between :
M/s. Deccan Chargers Sporting Ventures Limited
…… Applicant/1st Transferor Company
COMPANY APPLICATION No.191 of 2011
M/s. Odyssey India Limited
…… Applicant/2nd Transferor Company
The Court made the following:-
THE HON’BLE Ms. JUSTICE G. ROHINI
COMPANY APPLICATION Nos.190 and 191 OF 2011
COMMON ORDER :
M/s. Deccan Chargers Sporting Ventures Limtied (hereinafter referred to as the ‘1st Transferor Company) and M/s. Odyssey India Limited (hereinafter referred to as the ‘2nd Transferor Company’) are the applicants in these two applications respectively. These two applications have been filed under Sections 391 and 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to dispense with the convening of meeting of the shareholders for the purpose of considering the proposed scheme of amalgamation between the said companies and M/s. Deccan Chronicle Holdings Limited (hereinafter referred to as the ‘Transferee Company’).
The 1st Transferor Company was incorporated as a Public Limited Company on 10.04.2008 under Corporate Identity Number
U92413AP2008PLC058620and obtained the certificate of commencement of business from the Registrar of Companies, Andhra Pradesh, Hyderabad on 30.06.2008. The registered office of the 1st Transferor Company is situated at No.36, Sarojini Devi Road, Secunderabad- 500 003. The authorized share capital of 1st Transferor Company as on 31.03.2010 was Rs.50,00,00,000/- divided into 5,00,00,000 equity shares of Rs.10/- each and the entire share capital has been issued, subscribed and fully paid-up as on 31.03.2010. The entire equity share capital is held by the Transferee Company and its nominees. The main objects of the 1st Transferor Company have been mentioned in Para No.5 of Company Application No.190 of 2011.
The 2nd Transferor Company was incorporated on 27.03.1995 under the name and style of Heritage Books Private Limited in the State of Tamil Nadu. Subsequently, the name of Heritage Books Private Limited was changed to Odyssey India Private Limited on 08.10.2002. By virtue of Section 44 of the Act the company became a public limited company and consequently the name of the company changed to Odyssey India Limited on 30.09.2003. Later on, the registered office of the 2nd Transferor Company was shifted from the State of Tamil Nadu to the State of Andhra Pradesh, pursuant to the orders of the Company Law Board dated 13.07.2007 and a certificate of registration consequent upon shifting of the registered office was obtained from the Registrar of Companies, Andhra Pradesh, Hyderabad on 10.09.2007 under new Corporate Identity Number U22122AP1995PLC055451. The registered office of the 2nd Transferor Company is situated at No.36, Sarojini Devi Road, Secunderabad- 500 003. The authorized share capital of the 2nd Transferor Company as on 31.03.2010 was Rs.15,00,00,000/- divided into 1,50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up capital of the 2nd Transferor Company as on
31.03.2010 was Rs.11,25,00,000/- divided into 1,12,50,000 equity shares of Rs.10/- each, fully paid-up, and the entire equity share capital is held by the Transferee Company, and its nominees. The main objects of the 2nd Transferor Company have been mentioned in Para No.5 of Company Application No.191 of 2011.
The Transferee Company was incorporated on 16.12.2002 in the State of Andhra Pradesh under certificate of incorporation No.40110 of 2002-03 and obtained commencement of business certificate on 30.12.2002. The registered office of the Transferee Company is also situated at No.36, Sarojini Devi Road, Secunderabad- 500 003. The present authorized share capital of the Transferee Company is Rs.70 crores divided into 3.5 crorres equity shares of Rs.2/- each. The present issued, subscribed and paid-up share capital of the Transferee Company is Rs.48,69,44,438/- divided into 24,34,72,219 equity shares of Rs.2/- each fully paid. The main objects of the Transferee Company have been mentioned in Para No.15 of Company Application No.190 of 2011.
It is stated that having proposed a scheme of amalgamation between both the Transferor Companies and the Transferee Company, the Board of Directors of the said companies at their respective meetings held on 24.01.2011 passed resolutions approving the scheme of amalgamation with effect from 01.04.2010, subject to the approval/consent of the shareholders and confirmation by this Court. The salient features of the scheme of amalgamation have been enumerated in both the Company Applications and a copy of the scheme has also been annexed to the Company Applications. It is also stated that the Transferor Companies are 100% subsidiary companies of the Transferee Company, which are interested in the scheme of amalgamation.
It is further stated that the 1st Transferor Company had availed secured and unsecured loans. The 1st Transferor Company had approached the secured and unsecured creditors for their no objection
for the proposed scheme of amalgamation from the said creditors. The 2nd Transferor Company had also availed secured loans and it had also approached the said creditor for his no objection for the proposed scheme of amalgamation from the said creditor.
So far as the Transferee Company is concerned, it is a listed company and it had also received no objection from the Stock Exchanges. It is also stated that the entire share capital is held by the Transferee Company and its nominees. It is further stated that no investigation or proceedings are pending under Sections 235 and 237 or any other provisions of the Act.
I have heard Sri V.S.Raju, the learned counsel for the applicant companies and perused the material available on record.
Having regard to the facts and circumstances noticed above and keeping in view that there are only 7 (seven) shareholders each in 1st Transferor and 2nd Transferor Companies and all of them have given positive consent by way of affidavits, which are enclosed to the Company Application Nos.190 and 191 of 2011 from pages 220 to 233,
I am of the opinion that there is no need for convening the meeting of the shareholders of both the Transferor Companies and Transferee Company for the purpose of considering the proposed scheme of amalgamation.
Accordingly, both the Company Applications are allowed as prayed for and convening of meeting of the shareholders of the applicant companies is dispensed with.
__________ G. ROHINI, J
Date: 04.03.2011 Ivd
1 issue framed by the court
Whether a meeting needs to be convened of shareholders when all shareholders have given positive consent to the scheme of amalgamation.
2 provisions across 1 enactments
M/s. Deccan Chargers Sporting Ventures Limited
M/s. Odyssey India Limited
G. ROHINI
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
