The court allowed an application by a demerged company seeking dispensation from the mandatory requirement to hold a shareholders' meeting, accepting consent affidavits from all two shareholders as sufficient.
The request for dispensing with the meeting of shareholders is accepted and the Company Application is allowed.
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HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY COMPANY APPLICATION No.513 of 2014
Date:16.04.2014
Between:
M/s Nipa Housing and Infrastructure Private Limited, Secunderabad, reptd., by its Director-Sri Nipa Atul Dathia
…… Applicant/ Transferee/Resulting Company No.1
Counsel for the applicant: Sri V.S.Raju
The Court made the following:
HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY COMPANY APPLICATION No.513 of 2014 ORDER:
This Company Application is filed by M/s Nipa Housing and Infrastructure Private Limited (transferee/Resulting Company No.1) (hereinafter referred as ‘NHIPL’) for dispensing with the convening of the meeting of its shareholders.
The applicant pleaded that it was incorporated under the Companies Act, 1956 on 10.12.2013; that its registered office is situated at Ranigunj, Secunderabad, Andhra Pradesh; that its main objects are to purchase, construct, erect, build, improve, develop, repair, remodel, demolish and/or maintain landed property, plots, buildings, etc; that its authorized share capital is Rs.1 lakh divided into 10,000 equity shares of Rs.10/each; and that its issued, subscribed and paid up capital is Rs.1 lakh divided into 10,000 equity shares of Rs.10/each.
The applicant further pleaded that M/s Bankers and Sons Private Limited-transferor company (hereinafter referred as ‘BSPL’) has in all five Undertakings, viz., Undertaking Nos.1 to 5; that in order to focus on various activities of the company, the Board of Directors of BSPL has decided to reorganize the company and demerge the specific business undertakings into sector specific Resulting Companies which would focus independently on such activities; that Undertaking No.2 will be demerged into NHIPL (the applicant-company); that Undertaking No.3 will be demerged into M/s Deepa Buildcon Private Limited; that Undertaking No.4 will be demerged into M/s Rupa Ventures Private Limited; that Undertaking No.5 will be demerged into M/s Krupa Avenues Private Limited; and that the Appointed date is 01.01.2014.
The applicant further pleaded that its Board of Directors in the meeting held on 21.01.2014, has approved the scheme of demerger, whereunder it is resolved that Undertaking No.2 of BSPL will be demerged into the applicant-company. The applicant has filed a copy of the resolution passed by its Board of Directors as Annexure A-13. It has pleaded that it has only two shareholders and both of them have given their No Objection affidavits to the proposed scheme of demerger. The original affidavits of the shareholders have been filed by the applicant along with the Company Application as Annexure A-12. The applicant also pleaded that it has no secured or unsecured creditors.
In the light of these averments, the applicant requested for dispensing with the meeting of its shareholders.
Inasmuch as the two shareholders of the applicant company have given their consent affidavits in favour of the proposed scheme of demerger, no purpose would be served in holding the meeting of its shareholders. Therefore, the request of the applicant for dispensing with the meeting of its shareholders is accepted and the Company Application is, accordingly, allowed.
____________________________ JUSTICE C.V.NAGARJUNA REDDY
16th April, 2014 DR
2 issues framed by the court
Whether to dispense with the convening of a meeting of shareholders for approving the scheme of demerger.
Whether the consent affidavits of the two shareholders justify dispensing with the shareholder meeting.
1 provisions across 1 enactments
M/s Nipa Housing and Infrastructure Private Limited
C.V. Nagarjuna Reddy
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
