The Single Judge allowed the company application dispensing with the convening of a shareholders' meeting for a scheme of arrangement, relying on shareholder consents on record.
Dispensing with the convening of a meeting of shareholders to consider the proposed scheme of arrangement.
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HON’BLE SRI JUSTICE S.V. BHATT
COMPANY APPLICATION No.771 OF 2016
ORDER:
Company Application is filed by Silpa Real Estates Private Limited (transferor company).
The application is filed under Sections 391 and 394 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959. The applicant prays for dispensing with the convening of meeting of shareholders of the applicant company.
The applicant company is incorporated under the Act. The applicant is engaged in the business as stated
in the affidavit filed along with application.
A scheme of arrangement is envisaged between applicant and SPR Commercial Projects Private Limited (Transferee company). The resolution of Board of Directors of the applicant company dated 27.02.2016 approving the scheme is placed on record and with the assistance of learned counsel appearing for the applicant, I have perused the salient features of the proposed scheme of arrangement with transferee company. The applicant, therefore, through the instant application prays for dispensing with the convening of meeting of shareholders to consider the proposed scheme of arrangement accepted by the board of directors of the applicant company. The applicant has enclosed affidavits of shareholders accepting the prosposed scheme of arrangement.
From the annexures A to H, it is clear that the consent required for considering the proposed scheme of arrangement is already obtained from the shareholders.
Having regard to the above circumstances and after perusing the material available on record, I am satisfied that the statutory requirement to convene the meeting of the shareholders to consider the proposed scheme of arrangement can be dispensed with, for the applicant has already taken consent from the stakeholders.
The company application is ordered accordingly.
Date:15.06.2016 Stp
S.V.BHATT, J
1 issue framed by the court
Whether statutory meeting of shareholders under Sections 391 and 394 of the Companies Act, 1956 can be dispensed with when stakeholder consent is already obtained.
2 provisions across 2 enactments
Silpa Real Estates Private Limited
SPR Commercial Projects Private Limited
S.V. Bhatt
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
