The court dispensed with the requirement of convening a shareholders' meeting for a proposed Scheme of Arrangement/Amalgamation as all shareholders holding the entire paid-up capital had obtained consent.
Dismiss and dispense with the requirement of convening and holding a meeting of shareholders.
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THE HON'BLE SRI JUSTICE RAMESH RANGANATHAN
COMPANY APPLICATION No.510 OF 2012
ORDER:
This application is filed by Bollineni Ramanaiah Memorial Hospitals Private Limited (the de-merged Company) requesting this Court to dispense with the convening and holding of the meeting of its shareholders to consider and approve the proposed Scheme of Arrangement/Amalgamation.
The paid up share capital of the de-merged Company as at 31.03.2011 is Rs.2,10,00,000/-, divided into 21,00,000 equity shares of Rs.10/- each. The entire paid up capital was held by four shareholders, the break-up of which is as under:
| Sl.No | Name of the member | No. of shares held |
|---|---|---|
| 1. | B. Bhaskar Rao | 18,09,000 |
| 2. | B. Rajyasree | 2,10,000 |
| 3. | T. Giri Naidu | 71,000 |
| 4. | G. Satyanarayana | 10,000 |
| Total | 21,00,000 |
Letters of consent to the proposed Scheme of Arrangement/amalgamation have been obtained from all the four shareholders.
As the shareholders, holding the entire paid up capital of the demerged Company, have consented to the proposed Scheme of arrangement, holding of the meeting of the shareholders of the de-merged Company is wholly unnecessary. I consider it appropriate, therefore, to dispense with the requirement of convening and holding the meeting of the shareholders of the de-merged Company.
Company Application is, accordingly, disposed of.
_____________________________ RAMESH RANGANATHAN, J
April 25, 2012 MD
THE HON'BLE SRI JUSTICE RAMESH RANGANATHAN
COMPANY APPLICATION No.510 OF 2012
April 25, 2012
MD
1 issue framed by the court
Whether a shareholder meeting is required when all shareholders have consented to a scheme of arrangement/amalgamation.
Bollineni Ramanaiah Memorial Hospitals Private Limited
Ramesh Ranganathan
As recorded by the court registry
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