The High Court dispensed with the requirement to convene a meeting of shareholders under Section 391(1)(b) of the Companies Act, 1956, as all shareholders had already conveyed their consent to the proposed scheme of arrangement.
Dispensed 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.318 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.2,00,000/- divided into 20,000 equity shares of Rs.10/- each. The 20,000 equity shares are 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 |
19982 | 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 | 20,000 | 100 |
The Board of Directors of M/s.People Combine Avenues Limited, in t meeting held on 30.12.2011, accorded their consent to the proposed schem arrangement, and authorized Sri T.Naga Prasad to file affidavits on their be Enclosed to the petition is the affidavit of Sri T.Naga Prasad conveying consent to the proposed scheme of arrangement. The Board of Directors M/s.People Combine Avenues Limited, in their meeting held on 16.03.20 resolved to authorize Sri T.Naga Prasad and
Sri Y.V.Rajasekhar Babu, who hold 9 equity shares of Rs.10/- each, as nomin on behalf of the applicant company to convey their consent to the propo scheme of arrangement. Individual affidavits have been filed both by Sri T.N Prasad and
Sri Y.V.Rajasekhar Babu conveying their consent to the proposed scheme arrangement.
As all the three shareholders holding the entire paid up share capital of applicant company have conveyed 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 convening of a meeting of shareholders is necessary when all shareholders have consented to the scheme of arrangement?
1 provisions across 1 enactments
People Combine Avenues Limited
RAMESH RANGANATHAN
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
