The Company sought to dispense with a shareholders' meeting for a scheme of arrangement. The Court found unanimous shareholder consent and ordered dispensation from the meeting requirement under Section 391 of the Companies Act, 1956.
Dispensation with the convening of the meeting of shareholders of the applicant company.
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THE HON'BLE SRI JUSTICE RAMESH RANGANATHAN
COMPANY APPLICATION No.317 of 2012
ORDER:
This application is filed by the applicant company seeking to dispense with the convening of the meeting of its shareholders. A perusal of the balance sheet of the applicant company would show that its paid up share capital as at 31.03.2011 was Rs.6,50,00,000/- divided into 65,00,000 equity shares of Rs.10/- each. The entire paid up share
capital is held by three shareholders. Their details are as under:
| Sl.No | Name of the shareholder | No. of shares held |
% of the paid up capital |
|---|---|---|---|
| 1. | People Combine Avenues Limited |
64,99,982 | 99.82 |
| 2. | Sri T.Naga Prasad holding as a nominee on behalf of People Combine Avenues Limited |
9 | 0.09 |
| 3. | Sri Y.V.Rajasekhar Babu holding as a nominee on behalf of People Combine Avenues Limited |
9 | 0.09 |
| Total | 65,00,000 | 100 |
The Board of Directors of M/s.People Combine Avenues Limited, in t meeting held on 19.12.2011, accorded their consent to the proposed schem arrangement, and authorized Sri T.Naga Prasad to file affidavits on their be The affidavit of Sri T.Naga Prasad on behalf of M/s.People Combine Aven Limited is also enclosed conveying his consent to the proposed scheme arrangement. The board resolution of M/s.People Combine Avenues Lim authorizing its nominees Sri T.Naga Prasad and Sri Y.V.Rajasekhar Babu convey their consent to the proposed scheme of arrangement is also filed a with the memo dated 21.03.2012. Individual affidavits of Sri T.Naga Prasad and Sri Y.V.Rajasekhar Babu, conveying their consent to proposed scheme of arrangement, are also filed.
As all the three shareholders holding the entire paid up share capital of applicant company have given their consent to the proposed scheme arrangement/amalgamation, the holding of the meeting of its shareholders stipulated under Section 391(1)(b) of the Companies Act, 1956, is wh unnecessary. I consider it appropriate, therefore, to dispense with the holdin the meeting of the shareholders of the applicant company.
The Company Application is, accordingly, disposed of.
RAMESH RANGANATHAN,J
Dt.21.03.2012 usd
1 issue framed by the court
Whether the court should dispense with the convening of a shareholders' meeting for a scheme of amalgamation when all shareholders have consented.
1 provisions across 1 enactments
People Combine Avenues Limited
RAMESH RANGANATHAN
As recorded by the court registry
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