Allowed

M/s. Opusasia Technologies Private Limited v. -

Telangana HC28 Apr 2014COMPA/624/2014

Case brief

AI extract

What is this about?

The court handled an application regarding an amalgamation scheme where all shareholders consented. It held that convening a formal shareholders' meeting was unnecessary as no purpose was served given the unanimous consent via affidavits.

What did the court decide?

The requirement to convene a meeting of shareholders to consider the proposed scheme of amalgamation is dispensed with.

M/s. Opusasia Technologies Private Limited Vs - — Succession and Inheritance | Telangana HC (2014)

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HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY COMPANY APPLICATION No.624 of 2014

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Date:28.04.2014

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M/s Opusasia Technologies Private Limited, Hyderabad, reptd by its DirectorSri K.Rama Raghava Reddy

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……Applicant/ 2^nd Transferor Company

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Counsel for the Applicant: Sri V.S.Raju

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The Court made the following:

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ORDER:

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This Company Application is filed under Sections 391 and 394 of the Companies Act, 1956 (for short ‘the Act’) for dispensing with the convening of the meeting of the shareholders of the applicant-company.

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I have heard Sri V.S.Raju, the learned counsel for the applicant and perused the record.

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The applicant pleaded that it was incorporated on 31.01.1996; that its authorized share capital is Rs.3 crores divided into 30 lakhs equity shares of Rs.10/each; and that its issued, subscribed and paid up capital is Rs.1,24,53,700/- divided into 12,45,370 equity shares of Rs.10/- each fully paid up.

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The applicant further pleaded that it is proposing to amalgamate with another company by name M/s Midwest Granite Private Limited (Transferee-company); that its Board of Directors has passed a resolution on

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29.03.2014 approving the proposed scheme of amalgamation, filed as Annexure-A7; and that it has four shareholders and all of them have given their No Objection affidavits to the proposed scheme of amalgamation, filed as Annexure-A6. They have also undertaken to abide by the approvals to be given by this Court in this regard. It has further pleaded that in view of the consent given by all its shareholders to the proposed scheme of amalgamation, there is no necessity to hold the meeting of the shareholders as required under Section 391(1) (b) of the Act.

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Having considered the affidavits filed by all the shareholders of the applicant-Company, whereunder they have given their consent to the proposed scheme of amalgamation, this Court is of the opinion that no purpose will be served by ordering meeting of the shareholders of the applicant-Company for considering the proposed scheme of amalgamation

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Accordingly, the Company Application is allowed and the requirement of convening the meeting of the shareholders of the applicant-Company to consider the proposed scheme of amalgamation is dispensed with.

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____________________________ JUSTICE C.V.NAGARJUNA REDDY

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28^th April, 2014 DR

M/s. Opusasia Technologies Private Limited v. -

Case brief

What is this about?

What did the court decide?

M/s. Opusasia Technologies Private Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

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