Application filed to dispense with convening a shareholder and secured creditors' meeting for a company scheme of arrangement. Court found unanimous shareholder consent and granted dispensation for shareholders.
Gazette for convening meeting of shareholders of transferor company No.2 dispensed with; application disposed of.
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THE HON'BLE SRI JUSTICE RAMESH RANGANATHAN COMPANY APPLICATION No.435 of 2012
ORDER:
This application is filed by M/s.TGV Pharma Private Limited (transferor company No.2) for an order/direction to dispense with the convening of the meeting of its shareholders and secured creditors.
The paid up share capital of transferor company No.2 is Rs.1,41,27,500/- consisting of 1,41,275 equity shares of Rs.10/- each. These shares are held by four shareholders, the break up of which is
as under:
| Sl.No | Name of the shareholder | No. of shares Held |
|---|---|---|
| 1. | Sree Rayalaseema Galaxy Projects Private Limited |
61,775 |
| 2. | TG Shilpa Bharat | 6,500 |
| 3. | TGV Projects & Investments Private Limited |
70,000 |
| 4. | Gowri Gopal Hospital Private Limited | 3,000 |
| Total | 1,41,275 |
The Board Resolution of Sree Rayalaseema Galaxy Projects Private Limited (transferee company) dated 19.03.2012 is enclosed, whereby the Board resolved and conveyed its irrevocable consent as one of the shareholders of transferor company No.2 to the proposed scheme of arrangement. The Board authorized Sri E.Thirupalu Babu and Sri L.Vinod Rao, Directors, to sign affidavits conveying their consent to the proposed scheme of arrangement. An affidavit, on behalf of transferee company No.2 conveying their consent to the proposed scheme of arrangement, is signed by Sri L.Vinod Rao. Individual affidavit of
Smt T.G.Shilpa Bharath, a shareholder, conveying her consent to the proposed scheme of arrangement, is also enclosed. Also enclosed is the Board Resolution dated 13.03.2012 of M/s.TGV Projects and Investments Private Limited, whereby the Board conveyed its
irrevocable consent to the proposed scheme of arrangement and authorized Sri T.G.Bharath, Chairman and Sri K.Ravindra Babu, Director, to sign necessary affidavits. An affidavit, on behalf of M/s.TGV Projects & Investments Private Limited, is signed by Sri T.G.Bharat conveying his consent to the proposed scheme of arrangement. The Board Resolution dated 16.03.2012 of Gowri Gopal Hospital Private Limited is also enclosed whereby the Board conveyed its irrevocable consent as one of the shareholders of transferor company No.2 to the proposed scheme of arrangement, and authorized Dr. Y.Anthony Reddy Executive Director and Dr.N.C.Krishna Reddy to sign necessary affidavits. An affidavit is filed by Dr. Y.Anthony Reddy, on behalf of Gowri Gopal Hospital Private Limited, conveying his consent to the proposed scheme of arrangement.
As all the four shareholders, holding the entire paid up share capital of transferor company No.2, have given their consent to the proposed scheme of arrangement, the holding of the meeting of its shareholders, as stipulated under Section 391(1)(b) of the Companies Act, 1956, is wholly unnecessary. I consider it appropriate, therefore, to dispense with the holding of the meeting of the shareholders of transferor company No.2.
Sri L.V.V.Iyer, Learned Counsel appearing on behalf of transferor company No.2, does not press for the relief of the meeting of the secured creditors to be dispensed with in the present application; and, as such, no orders need be passed in this regard.
The Company Application is, accordingly, disposed of.
RAMESH RANGANATHAN,J
Dt.18.04.2012 usd
1 issue framed by the court
Whether the convening of a meeting of shareholders and secured creditors of the transferor company is necessary given unanimous consent via board resolutions and affidavits.
1 provisions across 1 enactments
M/s.TGV Pharma Private Limited
Ramesh Ranganathan
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
