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High Court for State of TelanganaCOMPA/82/2016allowed no costs

I-One Investments Private Limited (I-One), v. -

2016-01-28Challa Kodanda Ram3 pages

HONOURABLE SRI JUSTICE CHALLA KODANDA RAM COMPANY APPLICATION No. 82 OF 2016 DATED 28TH JANUARY, 2016 In the matter of I-One Investments Private Limited (I-ONE), A company incorporated under the provisions of the Companies Act, at Hyderabad, Rep. by its Director Mr. Chandra Mohan Subash Annam ....Applicant/Transferor Company HONOURABLE SRI JUSTICE CHALLA KODANDA RAM COMPANY APPLICATION No. 82 OF 2016 ORDER:

This Company Application is filed by M/s. I-One Investments Private Limited (I-ONE)-Transferor Company for a direction to dispense with the requirement of convening the meeting of its shareholders for consideration of the proposed scheme of its amalgamation with M/s. Sai Silks (Kalamandir) Limited-Transferee Company.

It is submitted by the learned counsel for the applicant that there are two shareholders to the applicant company and the entire shares of the company are held between the applicant company's two share holders as per the details mentioned below:

No. of shares holding Sl.

No.

Name of the share holder Face Value Total Capital % of shares (in Rs.) Mrs.

Jhansirani Chalavadi D/o P.

Hanumantha Rao 17,19,490 Rs.10 1,71,94,900 99.94% Mr.

Chandra Mohan Subash Annam, S/o Chandra Sekhar Annam 1,000 Rs.10 10,000 0.06% Grand Total 17,20,490 1,72,04,900 100% The above persons have given their consent by way of affidavits, which are filed as Annexures G & G1. Heard the learned counsel for the applicant and perused the record.

As per the certificate furnished by the Registrar of Companies and as per the balance sheet the authorised share capital of the transferor company is Rs.2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/- each. As per the consent affidavits of the respective shareholders, the persons mentioned above are holding maximum shareholdings and as they have given consent / no objection for the proposed Scheme of Amalgamation, no useful purpose will be served by directing to convene the shareholders meeting and it is only a futile exercise. Therefore, the applicant has made out a case for dispensing with the meeting of its shareholders for consideration of the proposed scheme of its amalgamation with M/s. Sai Silks (Kalamandir)

Limited.

Accordingly, the company application is allowed. ____________________________ CHALLA KODANDA RAM, J Dated: 28.01.2016 MSNR/Ssv