Allowed

Be Immunology Private Limited v. -

Telangana HC16 Jun 2014COMPA/721/2014

Case brief

AI extract

What is this about?

The Court allowed Company Application No.721 of 2014 seeking to dispense with statutory meetings of shareholders and creditors. Upon reviewing affidavits of consent, the Court held no purpose would be served in convening meetings, thus ordering them dispensed with.

What did the court decide?

Dispensed with the requirement of convening meetings of shareholders and unsecured creditors to consider the scheme of arrangement.

Be Immunology Private Limited Vs - — Company and Corporate | Telangana HC (2014)

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HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY COMPANY APPLICATION No.721 of 2014

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Date:16.06.2014

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Between:

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M/s BE Immunology Private Limited, Hyderabad and another.

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……Applicants/ (Transferee Company Nos.1 and 2)

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Counsel for the applicants: Sri Gandham Durga Bose

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The Court made the following:

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HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY COMPANY APPLICATION No.721 of 2014

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ORDER:

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This Company Application is filed for dispensing with the requirement of convening the meetings of the shareholders and the respective sole unsecured creditors of the applicants (Transferee Company Nos.1 and 2).

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I have heard Sri Gandham Durga Bose, the learned counsel for the applicants and perused the record.

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It is pleaded that transferee Company No.1 was incorporated under the Companies Act, 1956 (for short ‘the Act’) on 07.02.2014; that its authorized share capital is Rs.5 lakhs divided into 50,000 equity shares of Rs.10/- each; that its issued, subscribed and paid up capital is Rs.1 lakh divided into 10,000 equity shares of

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Rs.10/- each fully paid up; that its objects are to manufacture, formulate, process, develop, refine import, export, wholesale and/or retail trade all kinds of pharmaceuticals, antibiotics, drugs, etc; that its Board of Directors has passed a resolution on 17.04.2014 approving the proposed scheme of arrangement, filed as Annexure-A; and that the appointed date is 01.04.2014.

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It is further pleaded that transferee Company No.2 was incorporated under the Act on 20.05.2014; that its authorized share capital is Rs.5 lakhs divided into 50,000 equity shares of Rs.10/- each; that its issued, subscribed and paid up capital is Rs.1 lakh divided into 10,000 equity shares of Rs.10/- each fully paid up; that its objects are to manufacture, formulate, process, develop, refine import, export, wholesale and/or retail trade all kinds of pharmaceuticals, antibiotics, drugs, etc; and that its Board of Directors has passed a resolution on 26.05.2014 approving the proposed scheme of arrangement, filed as Annexure-B.

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The applicants pleaded that its shareholders have submitted their consent affidavits (filed as Annexures-E, F, G, H, FA, GA and HA) and their respective sole unsecured creditors have also given their consent letters (filed as Annexure-I and J) for the proposed scheme of arrangement.

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It is further pleaded that in view of the consent given by all the shareholders and the respective sole unsecured creditors of the applicants to the proposed scheme of arrangement, there is no necessity to hold the meetings of the shareholders and the unsecured creditors as required under Section 391(1) (b) of the Act.

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Having considered the affidavits filed by all the

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shareholders and the respective sole unsecured creditors of the applicants, whereunder they have given their consent to the proposed scheme of arrangement, this Court is of the opinion that no purpose will be served by ordering meetings of the shareholders and the unsecured creditors of the applicants for considering the proposed scheme of arrangement

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Accordingly, the Company Application is allowed and the requirement of convening the meetings of the shareholders and the respective sole unsecured creditors of the applicants to consider the proposed scheme of arrangement is dispensed with.

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____________________________ JUSTICE C.V.NAGARJUNA REDDY

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16^th June, 2014 DR

Be Immunology Private Limited v. -

Case brief

What is this about?

What did the court decide?

Be Immunology Private Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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Statutes considered

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