Allowed

M/s. Pyro Networks Private Limited v. -

Telangana HC1 Oct 2013COMPA/1054/2013

Case brief

AI extract

What is this about?

The court allowed an application under Sections 391 and 394 of the Companies Act, 1956 and Rule 69 of the Companies (Court) Rules, 1959. It dispensed with the need to convene a general meeting of shareholders as all three shareholders individually consented to the amalgamation scheme.

What did the court decide?

Allowed the company application; dispensed with the convening of a meeting of members/shareholders to approve the scheme of arrangement.

M/s. Pyro Networks Private Limited Vs - — Company and Corporate | Telangana HC (2013)

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HON’BLE SRI JUSTICE VILAS V. AFZULPURKAR

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Company Application No.1054 of 2013

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ORDER:

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This application is filed under Sections 391 and 394 of the Companies Act, 1956 read with Rule 69 of the Companies (Court) Rules, 1959.

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The authorised share capital of the petitioner’s company is Rs.2,50,00,000/- divided into 25,00,000/- Equity shares of Rs.10/each. The present issued, subscribed and paid up capital of the Demerged Company is Rs.1,83,75,000/- divided into 18,37,500 Equity Shares of Rs.10/- each fully paid up and apart from the above there is a share application to an extent of Rs.53,48,000/-. The objects of the petitioner’s company, inter alia, are as follows:

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i) to carry on the business as developers of networking for telecommunications tool processing of imports and exports of such developed turnkey systems. Those include the customized installation activities as business for delivery of required software as hardware devices, otherwise termed as it enabled service business.

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ii) To carry on, offer, host, provide and render off-line services including planning, designing and implementation services, internet, intranet business promotion, branding, marketing, training project consultancy and other consultancy services in relation thereto.”

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The petitioner company seeks approval of scheme of arrangement and the principal reason is set out in paragraph no.22 of the petition. The said amalgamation is aimed to reduce multiplicity of entities and thereby reducing compliance cost of multiple entities. The arrangement as per the said scheme is proposed to come into effect from the appointed date notified as 01.04.2013. The Board of Directors have approved the said arrangement subject to approval by this Court. Annexure A-10

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filed along with the company petition shows that there are only three shareholders who hold 100% shares of the company and each of the shareholder has sworn to an affidavit confirming that, having gone through the scheme proposed, they have given their consent to the proposed scheme of arrangement. The said affidavits of each individual shareholder are annexed to the company petition.

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In the light of the said affidavits filed on behalf of the members/shareholders, it is evident that holding of the meeting of the members/shareholders who are only three in number may not be necessary.

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In view of that, the Company Application is allowed. The convening of the meeting of the members/shareholders to consider the scheme of arrangement, as proposed, is dispensed with.

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_________________________________ JUSTICE VILAS V. AFZULPURKAR

¶13

01.10.2013 Vjl

M/s. Pyro Networks Private Limited v. -

Case brief

What is this about?

What did the court decide?

M/s. Pyro Networks Private Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

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Statutes considered

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