Bagmane Realtors Private Limited vs Nil on 10 April, 2013

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Karnataka High Court

Bagmane Realtors Private Limited vs Nil on 10 April, 2013

Bench: Ram Mohan Reddy

                            1

                                                  C.A.359/13

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. 359 OF 2013

BETWEEN:

BAGMANE REALTORS 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 ASSOCIATES)

AND :

NIL
                                           ... RESPONDENT

      THIS APPLICATION IS FILED UNDER SECTIONS 391 TO
394 OF THE COMPANIES ACT, 1956, PRAYING TO ORDER FOR
DISPENSING WITH AND/OR 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 on 09.03.2005 under the Companies Act, 1956 (for short, "the Act") has presented this application to dispense with the 2 C.A.359/13 convening and holding of the meeting of equity shareholders and creditors for the purpose of considering the Scheme of Amalgamation Annexure 'F'.

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 recorded in the Memorandum and Articles of Association, the latest audited balance sheet made up to 31.03.2012 disclosing its assets and liabilities, are set out. The Resolution of the Board of Directors in their meeting held on 12.02.2013 approved the Scheme of Amalgamation Annexure 'F', are set out. According to the deponent, the applicant - Company has three shareholders, who have extended their written consent to dispense with the meeting of the shareholders to consider the Scheme of Amalgamation. It is said that there is one secured creditor and 23 unsecured creditors. 3 C.A.359/13

3. Regard being had to the material on record, there is a need to dispense with the convening and holding of the meeting of the shareholders and hence the following:

ORDER i. The Applicant - Company is permitted to convene and hold the meeting of its sole secured creditor and unsecured creditors on 22.05.2013 at 12 noon and 2 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.

ii. 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 the Applicant - Company mentioning the date, time and place of the meeting.

C.A.359/13 iii. 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. iv. The quorum for the meeting of the secured creditor is 1 by person or proxy and unsecured creditors is 2 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

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