Telangana High Court
COMPA/1602/2014 of Innova Solutions Private Limited, Vs - on 31 December 2014
A.RAJASHEKER REDDY COMPANY APPLICATION No.1602 of 2014 O R D E R: This Company Application is filed under Section 391 and 394 of the Companies Act, 1956 (for short ‘ the Act’) for dispensing with the convening of the meetings of the shareholders and the unsecured creditors of the
HON'BLE SRI JUSTICE A.RAJASHEKER REDDY
COMPANY APPLICATION No.1602 of 2014
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O R D E R:
This Company Application is filed under Section 391 and 394 of the Companies Act, 1956 (for short‘the Act’) for dispensing with the convening of the meetings of the shareholders and the unsecured creditorsof the applicant-company.
Heard.
The applicant is a private limited company and it was originally incorporated on 11.05.2007 asRevalsys Technologies Private Limited and fresh certificate of incorporation dated 16.07.2013 was issuedupon change of name to Innova Solutions Private Limited. Its authorized share capital is Rs.10,00,000/-,divided into 1,00,000 equity shares of Rs.10/- each and the issued, subscribed and paid up capital isRs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
The applicant company pleaded that it is proposing for the scheme of arrangement with anothercompany by name M/s.Clairvoyant Tech Soft Private Limited (transferee company); that by the resolution ofthe Board of Directors of the applicant, dated 10.12.2014, the proposed scheme of arrangement wasapproved. It is also averred that the transferor company is a wholly owned subsidiary of the transfereecompany and the Board of Directors of the transferee company have also approved the said scheme ofarrangement in its meeting held on 10.12.2014 (marked as Ex.III). It has also undertaken to abide by theapprovals to be given by this Court in this regard.
The applicant further pleaded that the entire share capital of the Transferor Company is held by theTransferee Company along with its nominee and that consent affidavits were given by the TransfereeCompany and its nominee as shareholders of the applicant company for dispensation from holding theshareholders meeting (Exhibit VIII and Ex.IV). It has, therefore, sought for dispensing with the holding ofmeeting of its shareholders.
In the application it is stated that the applicant company has no Secured Creditors.
As regard the unsecured creditors, the applicant pleaded that as per Certificate dated 26.12.2014,showing the status of the Unsecured Creditors of the Applicant Company issued by M/s.SPAD &Associates, the Applicant has Unsecured Creditors having an aggregate outstanding, as at 22.12.2014, ofRs.1,57,74,930/-; that the Unsecured Creditors amounting in the aggregate to about 99.98% in value of thetotal outstanding amount due, have given their individual ‘No objection’ letters (Ex.VI and Ex.VII) for theproposed scheme of arrangement.
In view of the consent given by the shareholder and in view of the ‘No objection’ letters given by theUnsecured creditors of the applicant-company to the proposed scheme of arrangement, this Court is of theopinion that there is no necessity to hold the meetings of the shareholders and the Unsecured Creditors asrequired under Section 391(1) (b) of the Act.
Accordingly, the holding of the meeting of the shareholders and the Unsecured Creditors of theapplicant-company to consider the proposed scheme of arrangement is dispensed with.
The Company Application is, accordingly, allowed.
31.12.2014tk
REDDY, J