Allowed

M/s Suven Nishtaa Pharma Private Limited v. -

Telangana HC4 Apr 2012COMPA/356/2012

Case brief

AI extract

What is this about?

The court allowed a company application dispensing with the convening of meetings for shareholders and secured creditors. The order held that such meetings were unnecessary as both shareholders and the sole secured creditor had given their consent to the proposed scheme of amalgamation.

What did the court decide?

The convening of the meeting of shareholders and secured creditors is dispensed with. The application is allowed.

M/s Suven Nishtaa Pharma Private Limited Vs - — Specific Performance | Telangana HC (2012)

¶1

THE HON'BLE SRI JUSTICE RAMESH RANGANATHAN

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COMPANY APPLICATION No.356 of 2012

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ORDER:

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This Company Application is filed seeking to dispense with the convening of the meeting of the shareholders, and the secured creditors, of the applicant - company.

¶5

A perusal of the balance sheet dated 31.03.2011 would show that the paid-up share capital of the applicant-company as on 31.03.2011 was Rs.12,93,37,000/-.

¶6

In the affidavit, filed by the director of the applicant-company notarized on 31.03.2012, it is stated that subsequent to the audited balance sheet as at 31.03.2011, the applicant company had allotted 1,62,670 equity shares of Rs.10/- each on 23.05.2011 to Sri R.S.Prasad who transferred the shares on 31.12.2011 in favour of the transferee company; again on 31.12.2011, the applicant-company had allotted 69,03,630 equity shares of Rs.10/- each to the transferee company; and, pursuant to Section 75(2) of the Companies Act, 1956, copies of Form-II were filed with the Registrar of Companies, along with the transfer deeds. It is further stated that, as on date, the paid up capital of the applicant-company is Rs.20.00 crores divided into 2,00,00,000 equity shares of Rs.10/- each. The break up of the paid up capital of Rs.20.00 crores, as per the statement enclosed to the Company Petition, is as under:

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Sl.No	Name of the shareholder and address	No. of equity shares of Rs.10/- each	Value of Shares in Rupees	Percentage
1.	Venkateswarlu Jasti (Nominee of Suven Life Sciences Ltd) Plot No.396, Road No.22B, Jubilee Hills, Hyderabad – 500033, Andhra Pradesh, INDIA	5	50.00	0.00
2.	Suven Life Sciences Ltd Serene Chambers, Road No.5, Avenue 7, Banjara Hills, Hyderabad – 500034, Andhra Pradesh, INDIA.	1,99,99,995	1,99,99,995.00	100.00

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Total	20,00,00,000 100.00

¶9

An affidavit of Sri J.Venkateswarlu, a nominee shareholder, holding 5 equity shares of Rs.10/- each of M/s.Suven Life Sciences Limited is filed along with a copy of the resolution of the Board of Directors of M/s.Suven Life Sciences Limited in its meeting held on 31.01.2012 whereby consent of the Board was accorded to the proposed scheme of amalgamation of M/s.Suven Nishtaa Pharma Private Limited with M/s.Suven Life Sciences Limited, and their respective shareholders and creditors; and Sri J.Venkateswarlu was authorized to sign all affidavits and other documents on behalf of the said company. An affidavit of the Company Secretary of M/s.Suven Life Sciences Limited is also filed stating that the said company holds Rs. 1,99,99,995/- equity shares of Rs.10/- each in the applicantcompany; and he was giving his consent to the proposed scheme of amalgamation.

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As both the shareholders, who hold the entire paid-up capital in the applicant-company of Rs.20.00 crores, have given their consent to the proposed scheme of amalgamation, the holding of the meeting of the members of the applicant-company, to decide whether or not to approve the scheme of amalgamation, is wholly unnecessary.

¶11

The Balance Sheet dated 31.03.2011 would disclose that the secured loan is only from State Bank of India which had advanced a term loan for Rs.21,87,36,135/-, and a working capital loan of Rs.1,32,55,243/- i.e. for a total sum of Rs.23,19,91,378/-. The working capital dues have since decreased to Rs.1,26,83,906.91/- as on 31.03.2011. These dues, coupled with the term loan outstanding of Rs.21,87,36,135/-, is the total amount due to State Bank of India of Rs.2,31,420,041.91/-. In their letter dated 29.03.2011, the Assistant General Manager of State Bank of India informed the applicant-company that the total outstanding loan as on 31.03.2011 was Rs.23,14,20,041.91; and the said letter dated 29.03.2011 be treated as their consent and agreement to the proposed scheme of amalgamation. Since the sole secured creditor has given its consent to the proposed scheme of amalgamation, the holding of the meeting of the secured creditors is wholly unnecessary.

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I consider it appropriate, therefore, to dispense with the convening of the meeting of the shareholders (members) and secured creditors of the applicant-company.

¶13

The Company Application is, accordingly, allowed.

¶14

RAMESH RANGANATHAN,J

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Dt.04.04.2012 usd

M/s Suven Nishtaa Pharma Private Limited v. -

Case brief

What is this about?

What did the court decide?

M/s Suven Nishtaa Pharma Private Limited v. -

Case brief

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What did the court decide?

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