Karnataka High Court
Bagmane Estate Private Limited vs Nil on 10 April, 2013
Author: Ram Mohan Reddy
Bench: Ram Mohan Reddy
1
C.A.360/13
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. 360 OF 2013
BETWEEN:
BAGMANE ESTATE 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)
AND :
NIL
... RESPONDENT
THIS APPLICATION IS FILED UNDER SECTIONS 391 TO
394 OF THE COMPANIES ACT, 1956, PRAYING THAT TO ORDER
FOR DISPENSING WITH AND/OR CONVEINING SEPARATE
MEETINGS OF THE EQUITY SHAREHOLDERS AND CREDITORS
OF THE APPLICANT COMPANY FOR APPROVING THE SCHEME
OF AMALGAMATION, WHEREUNDER THE APPLICANT COMPANY
AND A COMPANY KNOWN AS "BAGMANE BUILDERS PVT. LTD."
HAVING ITS REGISTERED OFFICE AT "LAKEVIEW BUILDING"
No.66/1-4, 'A' BLOCK 8TH FLOOR, BAGMANE TECH PARK, C V
RAMAN NAGAR, BANGALORE - 97; AND ETC.
THIS APPLICATION COMING ON FOR ORDERS THIS DAY,
THE COURT MADE THE FOLLOWING:
2
C.A.360/13
ORDER
Applicant - Company incorporated on 30.10.2009 under the Companies Act, 1956 (for short, "the Act") in the State of Karnataka, having its registered office at the address shown in the cause title, has presented this application to dispense with convening and holding of the meeting of the shareholders and creditors or in the alternative, to convene the meetings of the shareholders and creditors and appoint a Chairman for such meetings for the purpose of considering the Scheme of Amalgamation Annexure 'F'.
2. In the affidavit, sworn to by Raja Bagmane, the Managing Director of the applicant - Company, the relevant material particulars of incorporation of the Company, place of business, authorized, subscribed, issued and paid-up share capital and the main objects as recorded in the Memorandum and Articles of Association as well as the audited balance sheet made 3 C.A.360/13 up to 31.03.2012 indicating its assets and liabilities 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 the scheme of amalgamation Annexure 'F'.
4. It is stated that the applicant has three shareholders, who have extended their written consent/ no objection to the proposed scheme and that there are three secured creditors to the value of Rs.362,48,00,000/- as on 31.01.2013 and trade creditors aggregating to Rs.13,07,31,727/- as on 31.01.2013 while the applicant Company has received rental advances aggregating to Rs.55,15,00,000/- in the nature of security deposit under lease agreements.
5. Regard being had to the material particulars, the relief to dispense with the convening and holding of 4 C.A.360/13 the meeting of shareholders calls for consideration. Hence the following:-
ORDER i. The convening of the meeting of the shareholders of the applicant - Company is dispensed with.
ii. Applicant - Company is permitted to hold and convene the meetings of the unsecured creditors and secured creditors on 22.05.2013 at 4 p.m. and 3 p.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.
iii. The Chairman shall issue individual notices enclosing a copy of the Scheme of Amalgamation Annexure 'F', form of proxy and statement as required by Section 393 of the Act to all the creditors of 5 C.A.360/13 the Applicant - Company mentioning the date, time and place of the meeting.
iv. The Applicant - Company shall take out notice of the meeting in English daily `THE HINDU` and Kannada daily `VIJAYA KARNATAKA` on or before 25.04.2013.
v. The quorum for the meeting of the secured creditors is 1 by person or proxy and unsecured creditors is 10 by person or proxy. Vote by proxy is permitted.
vi. The Chairman shall file his report within 15 days from the date of the meeting.
Application is ordered accordingly.
Sd/-
JUDGE sma