The High Court allowed an application by M/s. Emmennar Chem Private Limited to dispense with a shareholders' meeting for approving a scheme of amalgamation, as all shareholders had already filed affidavits of consent.
Dispensing with the meeting of shareholders of the transferor company for considering the scheme of amalgamation.
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THE HON’BLE SRI JUSTICE SANJAY KUMAR
COMPANY APPLICATION NO.289 OF 2013
DATED 2 0 TH FEBRUARY, 2013
M/s.Emmennar Chem Private Limited, a Company incorporated under the Companies Act, 1956 having its Registered Office at Plot No.A-4, MCH No.7-2-A4, Industrial Estate, Opp: Sanath Nagar Police Station, Sanath Nagar, Hyderabad, Andhra Pradesh, Represented by its Director, Sri K.V.S.R.Seshu Kumar
…Applicant/Transferor Company
THE HON’BLE SRI JUSTICE SANJAY KUMAR
COMPANY APPLICATION NO.289 OF 2013
ORDER:
This application is filed by the transferor company to dispense with the meeting of its shareholders for the purpose of considering the scheme of amalgamation that it proposes to enter into with M/s.Emmennar BioTech Private Limited, the transferee company.
The authorised share capital of the transferor company is Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each while its present issued, subscribed and paid up share capital is Rs.4,95,00,000/- divided into 49,50,000 equity shares of Rs.10/- each. This shareholding is held by five individual members:
| Sl.No. | Name of the shareholder | No. of shares |
|---|---|---|
| 1. | M.Sudha | 14,68,400 |
| 2. | K.Vamsidhar Reddy | 1,81,600 |
| 3. | M.Maha Vishnu | 16,50,000 |
| 4. | M.Lakshmi Prasanna | 1,92,600 |
| 5. | M.Narayana Reddy | 14,57,400 |
Affidavits of consent have been filed by the five individual shareholders signifying their consent/no objection as regards the scheme.
As the shareholders of the transferor company have already indicated their consent to the proposed scheme of amalgamation, it would be futile to direct their meeting to be convened for that purpose.
The Company Application is accordingly allowed dispensing with the meeting of the shareholders of the transferor company for considering the subject scheme of amalgamation.
____________________ SANJAY KUMAR, J.
20TH FEBRUARY, 2013. VGSR
1 issue framed by the court
Whether a meeting of shareholders is required to approve the scheme of amalgamation when shareholders have already consented.
M/s.Emmennar Chem Private Limited
Sanjay Kumar
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
