Allowed

Anica Labs Private Umited v. -

Telangana HC13 Feb 2013COMPA/256/2013

Case brief

AI extract

What is this about?

This court allowed an application by a transferor company to dispense with a required shareholders' meeting because the sole shareholders had already irrevocably consented to the proposed Scheme of Arrangement.

What did the court decide?

Application allowed dispensing with the meeting of the shareholders of the transferor company for the purpose of considering the proposed Scheme of Arrangement.

Anica Labs Private Umited Vs - — Company and Corporate | Telangana HC (2013)

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HON’BLE SRI JUSTICE SANJAY KUMAR

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COMPANY APPLICATION No.256 of 2013

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Date: February 13, 2013

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Anica Labs Private Limited, Hyderabad, rep. by its Director, J.Bala Murali

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… Applicant

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HON’BLE SRI JUSTICE SANJAY KUMAR

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Company Application No.256 of 2013

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ORDER:

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M/s Anica Labs Private Limited, Hyderabad, the transferor company, filed this application to dispense with the meeting of its shareholders for the purpose of considering the Scheme of Arrangement that it proposes to enter into with M/s Guna Sai Life Science Private Limited, Hyderabad, the transferee company.

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2. The authorized share capital of the transferor company is Rs.7,00,00,000/- divided into 70,00,000 equity shares of Rs.10/- each. Its issued, subscribed and paid up share capital as on 01.04.2012 was however Rs.6,78,75,390/- divided into 67,87,539 equity shares of Rs.10/- each. The entire paid up share capital of the transferor company is held by two shareholders. M/s Guna Sai Life Science Private Limited, the transferee company, holds 67,87,538 equity shares of Rs.10/- each, while Sri J.Balamurali, the nominee of the transferee company holds the remaining one equity share of Rs.10/-.

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3. Sri J. Suresh Babu, a Director of the transferee company, filed affidavit dated 01.02.2013 reflecting the extent of the shareholding of the transferee company in the transferor company and stating that the transferee company had already accorded its irrevocable and unconditional consent to the Scheme of Arrangement. This affidavit is

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supported by the Resolution dated 01.12.2012 passed by the Board of Directors of the transferee company wherein, the Board approved the Scheme of Arrangement and authorized Sri J. Suresh Babu, Director, to file an affidavit signifying such approval. Sri J. Balamurali, the other shareholder, filed affidavit dated 09.02.2013 acknowledging that he held one equity share of Rs.10/- in the transferor company in the capacity of a nominee of the transferee company and that, having perused the proposed Scheme of Arrangement, he consented thereto without qualification.

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4. As the shareholders of the transferor company have already signified their consent to the proposed Scheme of Arrangement, it would be futile for this Court to direct the convening of their meeting for this purpose.

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4. The company application is accordingly allowed dispensing with the meeting of the shareholders of the transferor company for the purpose of considering the proposed Scheme of Arrangement.

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_______________ SANJAY KUMAR, J

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Date: 13.02.2013 BSS

Anica Labs Private Umited v. -

Case brief

What is this about?

What did the court decide?

Anica Labs Private Umited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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