Karnataka High Court
Bagmane Developers Private Limited vs Nil on 10 April, 2013
Author: Ram Mohan Reddy
Bench: Ram Mohan Reddy
1
C.A.358/13
IN THE HIGH COURT OF KARNATAKA, BANGALORE
DATED THIS THE 10TH DAY OF APRIL, 2013
BEFORE
THE HON'BLE MR.JUSTICE RAM MOHAN REDDY
COMPANY APPLICATION NO. 358 OF 2013
BETWEEN:
BAGMANE DEVELOPERS PRIVATE LIMITED
"LAKEVIEW BUILDING", No. 66/1-4
`A` BLOCK, 8TH FLOOR, BAGMANE TECH PARK
C V RAMAN NAGAR
BANGALORE - 560 097.
KARNATAKA, INDIA
... APPLICANT
(BY SRI. PERIKAL K ARJUN, ADVOCATE
FOR J SAGAR A/S)
AND :
NIL
... RESPONDENT
THIS APPLICATION IS FILED UNDER SECTIONS 391 TO
394 OF THE COMPANIES ACT, 1956, PRAYING TO ORDER FOR
DISPENSING WITH OR/AND CONVENING SEPARATE MEETINGS
OF THE EQUITY SHAREHOLDERS AND CREDITORS OF THE
APPLICANT COMPANY FOR APPROVING THE SCHEME OF
AMALGAMATION; AND ETC.
THIS APPLICATION COMING ON FOR ORDERS THIS DAY,
THE COURT MADE THE FOLLOWING:
ORDER
Applicant - Company incorporated under the Companies Act, 1956 (for short, "the Act") on 03.01.1996 in the State of Karnataka, having its 2 C.A.358/13 registered office at the address shown in the cause title, has preferred this application to dispense with convening and holding of the meetings of the equity shareholders, secured and unsecured creditors or in the alternative, for a direction to convene the meetings of the shareholders and all creditors and appoint a Chairman for such meetings.
2. In the affidavit of Raja Bagmane, the Managing Director of the applicant - Company, the material particulars of the incorporation, place of business, authorized, subscribed, issued and paid-up share capital, the main objects as set out in the Memorandum and Articles of Association and the audited balance sheet up to 31.03.2012 disclosing the assets and liabilities of the applicant, are set out.
3. It is stated that the Board of Directors of the applicant - Company in the meeting held on 12.02.2013 approved and accepted the Scheme of Amalgamation 3 C.A.358/13 Annexure 'M', whereunder M/s. Bagmane Builders Pvt. Ltd., M/s.Chandra Developers Pvt., Ltd., M/s. Bagmane Realtors Pvt. Ltd., Bagmane Estates Pvt. Ltd., together, are proposed to be merged with the Applicant - Company.
4. Three shareholders of the applicant, have extended their written consent to dispense with the convening and holding of their meeting to consider the Scheme of Amalgamation.
5. There are 46 unsecured creditors, whose dues are valued at `.3,26,12,061/- and have received rental advances of `.154,44,81,451/- from 64 lessees of immovable properties belonging to the Applicant - Company. In addition, there are five secured creditors of value `.831,04,32,547/- as on 31.01.2013. 4 C.A.358/13
6. Regard being had to the material particulars, the Applicant has made out a case for consideration of the reliefs sought for, hence the following :
ORDER i. Applicant - Company is permitted to hold and convene the meetings of the unsecured creditors and secured creditors on 22.05.2013 at 11 a.m. and 10:30 a.m. respectively at its registered office under the Chairmanship of Mr. Raja Bagmane, the Managing Director, failing him, Mr. Pradeep D.R., Senior General Manager, Finance and failing him, Mr. Raj Kumar T., General Manager Finance.
ii. The Chairman shall issue individual notices enclosing a copy of the Scheme of Amalgamation Annexure 'M', form of proxy and statement as required by Section 393 of the Act to all the creditors of the Applicant - Company mentioning the date, time and place of the meeting.
iii. The Applicant - Company shall take out notice of the meeting in English daily 5 C.A.358/13 `THE HINDU` and Kannada daily `VIJAYA KARNATAKA` on or before 25.04.2013.
iv. The quorum for the meeting of the secured creditors is 2 by person or proxy and unsecured creditors is 15 by person or proxy. Vote by proxy is permitted.
v. The Chairman shall file his report within 15 days from the date of the meeting.
vi. The holding and convening of the meeting of the shareholders is dispensed with.
Application is ordered accordingly.
Sd/-
JUDGE sma