Partly allowed

Kallam Brothers Cottons Private Limited v. -

Telangana HC25 Apr 2012COMPA/299/2012

Case brief

AI extract

What is this about?

In this company application, the court dispensed with the requirement to convene a meeting of shareholders for a proposed scheme of amalgamation due to unanimous consent, but declined to dispense with a creditors meeting pending further consent.

What did the court decide?

Dispensed with the meeting of shareholders of the transferee Company; meeting of creditors group remains necessary pending their consent.

Kallam Brothers Cottons Private Limited Vs - — Company and Corporate | Telangana HC (2012)

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THE HON'BLE SRI JUSTICE RAMESH RANGANATHAN

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COMPANY APPLICATION No.299 OF 2012

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ORDER:

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This application is filed to dispense with the convening and holding of the meeting of the shareholders, and the secured and unsecured creditors, of the Transferee Company for the purpose of considering the proposed Scheme of Amalgamation.

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Along with the Company Petition, an affidavit of the statutory auditors of the Transferee Company is furnished, whereby the statutory auditors have certified the list of shareholders of the Transferee Company. A perusal of the Balance Sheet of the Transferee Company would show that its authorised capital as at 31.03.2011 was Rs.4,00,00,000/- consisting of 40,00,000 equity shares of Rs.10/- each, and its issued, subscribed and paid up capital was Rs.3,25,00,000/- divided into 32,50,000 equity shares of Rs.10/-. each. The entire paid-up capital is held by 25 shareholders, the details of which is as

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under:

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Sl. No.	Name of the Party	No. of shares	Amount Paid up
1.	Kallam Haranadha Reddy	7500	75000
2.	Kallam Nagi Reddy	217500	2175000
3.	Kallam Venkateswara Reddy	123000	1230000
4.	Kallam Srinivasa Reddy	140000	1400000
5.	Gurram Vijaya Lakshmi	83500	835000
6.	Gurram Venkata Krishna Reddy	49000	490000
7.	Kallam Venkateswara Reddy	46500	465000
8.	Kallam Seshamma	47000	470000
9.	Kallam Annapoorna	216000	2160000
10.	Kallam Siva Kumari	223000	2230000
11.	Kallam Mohana Reddy	7500	75000
12.	Poluri Venugopal Reddy	7500	75000
13.	Poluri Praveen Kumar Reddy	160000	1600000
14.	Adapa Sambrajyam	17500	175000
15.	Adapa Nagi Reddy	27500	275000
16.	Kallam Chilakamma	27000	270000
17.	Poluri Sambi Reddy	180000	1800000

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18.	Kalam Agro Products & Oils Private Limited	1505000	15050000
19.	Adapa Venugopal Reddy	20000	200000
20.	Poluri Subbayamma	50000	500000
21.	Gurram Nitin	30000	300000
22.	K.V.S. Koteswara Rao	25000	250000
23.	K. Anjana Devi	20000	200000
24.	K. Hari Kishan	10000	100000
25.	K. Geetha Madhuri	10000	100000
	Total	3250000	32500000

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Individual letters of consent have been obtained from 24 shareholders. A copy of Board Resolution of Kallam Agro Products and Oils Private Limited, giving the consent of the Company to the proposed Scheme of Amalgamation as also authorising the Managing Director to file an affidavit, is also enclosed. The Managing Director of Kallam Agro Products and Oils Private Limited has filed an affidavit conveying the consent of the Company to the proposed Scheme of Amalgamation. It is evident, therefore, that all the shareholders of the Transferee Company have consented to the proposed Scheme of Amalgamation and, as such, holding of a meeting of the shareholders of the Transferee Company is wholly unnecessary.

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In so far as dispensing with the meeting of the secured and unsecured creditors is concerned, a letter of the statutory auditors is furnished wherein it is stated that the secured creditors of the Transferee Company as on 30.11.2011 were 2 in number, and the unsecured creditors of the Transferee Company as on 30.11.2011 were 26 in number. All the secured and unsecured creditors are yet to give their no objection/consent, to the proposed Scheme of Amalgamation of M/s. Janapadu Hydro Power Projects Private Limited with M/s. Kallam Brothers Cottons Private Limited furnishing details of the debt due and payable to them. I do not consider it appropriate, therefore, to dispense with the meeting of the secured and the unsecured creditors for the present. Needless to state that, if all the secured and unsecured creditors give their letters of consent furnishing details of the debt due to them, the requirement of holding of the meeting of the secured and unsecured creditors may not be necessary. This question can, however,

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be examined later at the stage of hearing of the Company Petition.

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Company Application is, accordingly, disposed of to the limited extent that the meeting of the shareholders of the transferee Company is dispensed with.

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_____________________________ RAMESH RANGANATHAN, J

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April 25, 2012 MD

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THE HON'BLE SRI JUSTICE RAMESH RANGANATHAN

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COMPANY APPLICATION No.299 OF 2012

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April 25, 2012

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Kallam Brothers Cottons Private Limited v. -

Case brief

What is this about?

What did the court decide?

Kallam Brothers Cottons Private Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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