Telangana High Court
COMPA/1566/2010 of M/s.Netlink Technologies Limited Vs - on 29 December 2010
Ms. JUSTICE G.ROHINI COMPANY APPLICATION No. 1566 OF 2010 Dated: 29.12.2010 Between: M/s. Netlink Technologies Limited ..... Applicant The Court made the following : THE HON'BLE Ms. JUSTICE G.ROHINI COMPANY APPLICATION No. 1566 OF 2010 ORDER : This application is filed under Sections 391 and
THE HON'BLE Ms. JUSTICE G.ROHINI
COMPANY APPLICATION No. 1566 OF 2010
Dated:29.12.2010
Between:
M/s. Netlink Technologies Limited
..... Applicant
The Court made the following :
THE HON'BLE Ms. JUSTICE G.ROHINI
COMPANY APPLICATION No. 1566 OF 2010
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ORDER :
This application is filed under Sections 391 and 394 of theCompanies Act, 1956 (for short, ‘the Act’) with a prayer to dispensewith the meeting of the shareholders of the applicant company.
The applicant company is M/s. Netlink Technologies Limited(hereinafter referred to as the Transferor Company). The saidcompany was originally incorporated as a Public Limited Company on02.08.2000 in the State of Tamilnadu vide certificate of incorporationNo.18-45486 of 1999-2000 and obtained certificate of commencementof business pursuant to Section 149(3) of the Act on 15.01.2001. Lateron the company had shifted its registered office from the State ofTamilnadu to the State of Andhra Pradesh and the same wasapproved by the Company Law Board, Southern Region, Chennai on08.12.2008. Accordingly, a certificate of registration consequent onchange of the registered of the company from the State of Tamilnadu tothe State of Andhra Pradesh was issued by the Registrar ofCompanies, Andhra Pradesh, Hyderabad on 11.06.2009. Theregistered office of the Transferor Company is situated at No.36,Sarojini Devi Road, Secunderabad.
The authorised share capital of the Transferor Company as on31.03.2010 is Rs.4,00,00,000/- divided into 4,00,000 equity shares ofRs.100/- each. The issued, subscribed and paid up capital of theapplicant company is Rs.3,58,21,000/- divided into 3,58,210 equityshares of Rs.100/- each, fully paid up. The entire issued, subscribedand paid up share capital is held by the Deccan Chronicle HoldingsLimited and its nominees. The main objects of the Transferor Company have been specified in Para No.5 of the present Application.
M/s. Deccan Chronicle Holdings Limited (hereinafter referred toas the Transferee Company) was incorporated on 16.12.2002 in theState of Andhra Pradesh under Certificate of Incorporation No. 40110of 2002-03 and obtained commencement of business certificate on30.12.2002. The registered office of the Transferee Company is alsosituated at No.36, Sarojini Devi Road, Secunderabad.
The authorised share capital of the Transferee Company isRs.70 crores divided into 3.5 crores equity shares of Rs.2/- each. Thepresent issued, subscribed and paid up share capital of the TransfereeCompany is Rs.48,69,44,438/- divided into 24,34,72,219 equity sharesof Rs.2/- each fully paid. The objects of the Transferee Company havebeen mentioned in Para No.10 of the present Application.
It is stated that the Transferee Company is engaged in thebusiness of printing and publication of newspapers and the TransferorCompany is also engaged in the similar and supplemental activities,and the Transferor Company is the wholly owned subsidiary companyof the Transferee Company. In order to consolidate and supplementthe business of the Transferor Company, it has been proposed toamalgamate the Transferor Company with the Transferee Company. Accordingly, the Board of Directors of both the Transferor Companyand the Transferee Company in the meeting held on 12.11.2010 hadapproved the proposed scheme of amalgamation.
The salient features of the scheme of amalgamation have beenspecified in Para No.14 of the present Application. While stating thatthere are only seven shareholders in the Transferor Company and allof them have given their consent for the proposed scheme ofamalgamation and that the Transferor Company has not availed anysecured or unsecured loans, the present application is filed with aprayer to dispense with the convening of the meeting of theshareholders of the Transferor Company.
I have heard Sri V.S.Raju, the learned counsel appearing for the applicant company and perused the affidavit filed in support of theapplication as well as the documents placed before this Court.
As could be seen from the pages 152 to 169 of the materialpapers filed along with the company application, all the sevenshareholders have given their positive consent for the proposedscheme of amalgamation. Moreover, the entire share capital of theTransferor Company is held by the Transferee Company and itsnominees. In the facts and circumstances of the case, this Court issatisfied that there is no need for holding the convening of the meetingof the Transferor Company.
Accordingly, the Company Application is allowed as prayed forand convening of the meeting of the shareholders of the applicant -Transferor Company for the purpose of considering the scheme ofamalgamation is dispensed with. No costs.
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G. ROHINI, J