M/S Ganesh Engineering Industries Private Limited, v. -
HONOURABLE SRI JUSTICE S.V.BHATT COMPANY APPLICATION No. 236 OF 2016 DATED 3RD MARCH, 2016 In the matter of M/s. Ganesh Engineering Industries Private Limited, Secunderabad, Telangana State Represented by its Director Sri P. Ramesh Kumar .....Applicant/Transferor Company HONOURABLE SRI JUSTICE S.V. BHATT COMPANY APPLICATION No. 236 OF 2016 ORDER:
This Company Application, at the instance of M/s. Ganesh Engineering Industries Private Limited/transferor company, is filed under Sections 391 and 394 of the Companies Act, 1956 (for short 'the Act') read with Rules 9 and 34 of the Companies (Court) Rules, 1959 (for short 'the Rules') to dispense with convening the meeting of its shareholders. The transferor company is a public limited company incorporated under the Act. The Memorandum and Articles of Association of transferor company are annexed to the application as Annexure 'P2'. With the assistance of learned counsel appearing for the applicant, I have examined the relevant details and are admittedly matters of record. Therefore, I am not proposing to deal with these details. The Board of Directors of transferor company in the meeting held on 18.01.2016 have approved the proposed scheme of
amalgamation. The minutes of meeting dated 18.01.2016 and the scheme of amalgamation are filed as Annexures 'P4' and 'P1' to the application. The applicant has filed the affidavits of shareholders of transferor company accepting the scheme of amalgamation under consideration as Annexures 'P6, P7 and P8' .
I have perused the affidavits and consent letters of shareholders and I am satisfied that the applicant has made out a case for granting the prayer of dispensing with the requirement of convening the meeting of shareholders. The proposed scheme, it is stated, is for mutual benefit and to synergize the commercial activities of the applicant company. The consent letters filed show that the parties interested in transferor company have consented to the proposed scheme of amalgamation and the requirement of convening the meeting of the shareholders can be dispensed with.
Company application is, accordingly, ordered. ----------------------------- JUSTICE S.V.BHATT DATED 3RD MARCH, 2016.
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