Allowed

M/S.Sriba Industries Limited. v. -

Telangana HC7 Apr 2015COMPA/645/2015

Case brief

AI extract

What is this about?

The court disposed of a company application seeking dispensation from holding meetings for shareholders and creditors. Ruling that holding such meetings served no purpose due to unanimous consent, the court allowed the application to proceed with the proposed amalgamation scheme.

What did the court decide?

The requirement of holding meetings of equity shareholders and unsecured creditors for the proposed scheme of amalgamation is dispensed with.

M/S.Sriba Industries Limited. Vs - — Company and Corporate | Telangana HC (2015)

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The Hon'ble Sri Justice C.V.Nagarjuna Reddy

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Company Application No.645 of 2015

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Date: 07.04.2015

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Between:

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M/s.Sriba Industries Limited rep. by its Whole Time Director Sri V.R.Vasudevan

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..... Applicant/Transferor Company

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Counsel for the applicant: Sri V.S.Raju

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The Court made the following: Order:

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This Company Application is filed by M/s.Sriba Industries Limited- Transferor Company for dispensing with the requirement of convening the meeting of its equity shareholders and unsecured creditors for consideration of the proposed scheme of its amalgamation with M/s.Penna Cement Industries Limited- Transferee Company.

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The applicant pleaded that it was incorporated under the Companies Act, 1956, on 28-08-1987; that its registered office is situated at Lakshmi Nivas, Plot No.705, Road No.3, Banjara Hills, Hyderabad; that it is inter alia engaged in the business of generating, harnessing, developing, accumulating, distributing and supplying electricity by setting up power plants by use of liquid, gaseous or solid fuels for the purpose of light, heat, motive power etc.,; that its authorized share capital as on 31^st March, 2014, is Rs.15 Crores divided into 1.5 Crore equity shares of Rs.10/- each; that its issued, subscribed and paid up share capital as on 31^st March, 2014, is Rs.15 Crores divided into 1.5 Crore equity shares of Rs.10/each; that vide Resolution, dated 27.03.2015, filed as Annexure- A8, its Board of Directors has resolved to amalgamate it with the Transferee Company and; that a similar resolution was passed by the Board of Directors of the Transferee Company on 27.03.2015.

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The applicant has further pleaded that it has 7 equity shareholders; that all of them have given their consent affidavits to the proposed scheme of amalgamation, which are filed as Annexure- A6, and that therefore, the requirement of holding their meeting for consideration of the proposed scheme of amalgamation be dispensed with.

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The applicant has further pleaded that it has no secured creditors; that it has six unsecured creditors amounting to 76.84% of the total amount due by it; that all of them have given their no objection to the proposed scheme of amalgamation through letters filed as Annexure- A7; and that, therefore, the requirement of convening their meeting for consideration of the proposed scheme of amalgamation be dispensed with.

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The applicant further pleaded that itself and the Transferee Company are part of the Penna Group of Companies; that its entire share capital is held by the Transferee Company; that it is a wholly owned subsidiary of the Transferee Company; and that its amalgamation with the Transferee Company would positively strengthen the foothold of the Transferee Company in the power generation business and will provide the ability to leverage and optimize on the Transferee Company’s large asset base, vast pool of capital etc.

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In view of the above facts pleaded by the applicant and having regard to the consent affidavits of the equity shareholders (Annexure- A6) and the no objection letters of the unsecured creditors (Annexure- A7), no purpose will be served by directing holding of their meetings. Hence, the requirement of holding of the meetings of the equity shareholders and the unsecured creditors of the applicantTransferor Company is dispensed with.

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This Company Application is allowed accordingly.

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(C.V.Nagarjuna Reddy, J)

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Dt: 7^th April, 2015

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Lur

M/S.Sriba Industries Limited. v. -

Case brief

What is this about?

What did the court decide?

M/S.Sriba Industries Limited. v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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