Allowed company applications to dispense with convening meetings of shareholders and creditors for a proposed amalgamation, finding individual consents sufficient and current liabilities non-critical.
Dispensed with the convening of the meeting of shareholders and sundry creditors of the applicant-transferee company.
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THE HON'BLE SRI JUSTICE RAMESH RANGANATHAN COMPANY APPLICATION No.39 of 2012 And COMPANY APPLICATION No.320 of 2012
COMMON ORDER:
While C.A.No.39 of 2012 is filed by the applicant-transferee company seeking to dispense with the convening of the meeting of its shareholders, C.A.No.320 of 2012 is filed by them to dispense with the convening of the meeting of its secured and unsecured creditors.
The paid up share capital of the transferee company is Rs.2,40,00,000/- consisting of 24,00,000/- equity shares of Rs.10/each. These shares are held by eight shareholders, the break up of
which is as under:
| Sl.No | Name of the shareholder |
No. of shares | Percentage |
|---|---|---|---|
| 1. | Smt V.Padmaja | 11507500 | 49.75 |
| 2. | Mr S.Ravindra Kumar |
167500 | 0.70 |
| 3. | Mr D.Madhu Babu | 74980 | 0.30 |
| 4. | M/s.Sriba Agro Limited |
750000 | 3.13 |
| 5. | Mr.Y.Umakanth Rao |
10 | 0.00 |
| 6. | Sri V.Srinivas | 10 | 0.00 |
| 7. | Sagelock Investments Limited |
9000000 | 37.50 |
| 8. | M/s.Crystal Power Generation (India) Private Limited |
2500000 | 10.42 |
| Total | 24000000 | 100.00 |
Individual letters of consent have been furnished by
Smt V.Padmaja, Sri S.Ravindra Kumar, Sri D.Madhu Babu, Sri K.Sudharshan Varma, Sri Y.Umakantha Rao, and
Sri V.Srinivas conveying their consent to the proposed scheme of amalgamation. The resolution of the Board of Directors of M/s.Sriba Agro Limited is enclosed conveying their consent to the proposed merger of the transferor company with the transferee company, besides authorizing
Sri K.Sudharshan Varma to sign all affidavits on behalf of their company. Sri K.Sudharshan Varma has filed an affidavit conveying his no objection to the propose scheme of amalgamation. Likewise, the Board Resolution of M/s.Sagelock Investments Limited is enclosed authorizing
Sri Y.Umakanta Rao to act as a representative of the company, and to exercise all rights as a member of the company, at any meeting of the members or class of members of M/s.Status Infin (India) Private Limited, whose name was subsequently changed to M/s.Venture Finance & Development Corporation Limited (applicant-transferee company). Sri Y.Umakanta Rao has filed an affidavit conveying his no objection to the proposed scheme of amalgamation. Similarly the resolution of the Board of Directors of M/s.Crystal Power Generation (India) Private Limited is enclosed authorizing Sri D.Madhu Babu to act as a representative of the company at any meeting of the transferee company as also to exercise all rights as a member of the company. Sri D.Madhu Babu has filed an affidavit conveying his no objection to the proposed scheme of amalgamation. It is evident, therefore, that all the eight shareholders of the transferee company have given their no objection to the proposed scheme of amalgamation. As such the holding of the meeting of the shareholders of the transferee company is wholly unnecessary.
A perusal of the audited balance sheet of the transferee company dated 20.01.2012 would show that it has no secured or unsecured loans as on that date, and the unsecured loans of Rs.1,75,00,000/-, as on 31.03.2011, have since been repaid. However, the head “current liabilities” for Rs.63,35,727/- include Rs.2,65,727/- under the head “other liabilities”. By their affidavit dated 15.03.2012, the break up of this sum of Rs.2,65,727/- is furnished.
| Sl.No | Details of current liabilities |
Amount |
|---|---|---|
| 1. | TDS on contractors |
270 |
| 2. | Reimbursement payable to Mr.Sankara Ravindra Kumar (Director) |
2,01,600 |
| 3. | Audit fee payable |
15,000 |
| 4. | Advance payable to Advaita Energy Advisor Private Limited |
28,857 |
| 5. | Directors sitting fee Mr.Sankara Ravindra Kumar Rs.10,000 D.Madhu Babu Rs.10,000 |
0.00 20,000 |
| Total |
2,65,727 |
Rs.2,01,600/- is the reimbursement amount payable to Sri Sankara Ravindra Kumar, and Rs.20,000/- is payable towards the directors sitting fee to Sri Sankara Ravindra Kumar and Sri D.Madhu Babu. Both Sri Sankara Ravindra Kumar and Sri D.Madhu Babu have given their consent, and have conveyed their no objection to the proposed scheme of amalgamation. With regards the advance payable to M/s.Advaita Energy Advisor Private Limited of Rs.28,857/-, a perusal of the notes forming part of the balance sheet reveals that the said advance was adjusted towards the unsecured loans given to it of Rs.4,01,97,111/- and,
consequently, the net receivable from M/s.Advaita Energy Advisor Private Limited is said to be Rs.4,01,68,254/-. This figure of Rs.4,01,97,111/- is reflected in clause (f) of the notes forming part of the balance sheet and profit and loss account for the period ending 20.01.2012. Sri Naresh Kumar Sangam, Learned Counsel for the applicant, would submit that this sum of Rs.4,01,97,111/- is included under the head “loans and advances” reflected in Schedule-6 to the Balance Sheet for Rs.10,86,30,070/-.
As individual letters of consent have been received from Sri Sankara Ravindra Kumar and Sri D.Madhu Babu conveying their consent to the proposed scheme of amalgamation, the holding of the meeting of the sundry creditors, shown under the head “current liabilities”, is wholly unnecessary. I consider it appropriate, therefore, to dispense with the convening of the meeting of the shareholders (members) and the sundry creditors of the applicant-transferee company.
Both the Company Applications are, accordingly, allowed.
RAMESH RANGANATHAN,J
Dt.19.03.2012 usd
3 issues framed by the court
Whether the convening of shareholders' and creditors' meetings is unnecessary given individual consents to amalgamation and absence of significant loans.
Whether the proposed scheme of amalgamation between the transferor and transferee companies should be allowed.
Whether the transferee company holds any secured or unsecured loans requiring creditor meeting prior to amalgamation.
Venture Finance & Development Corporation Limited
Status Infin (India) Private Limited
RAMESH RANGANATHAN
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
