Disposed

Siemens Nixdorf Information Systems Private Limited v. -

Bombay HC14 Sept 2012CSD/641/2012

Case brief

AI extract

What is this about?

The Bombay High Court dispensed with the convening of meetings for equity and unsecured creditors regarding a Scheme of Amalgamation due to their consent. The court also dispensed with the requirement for the transferee company to file a separate summons, accepting the undertaking to notify a dissenting unsecured creditor.

What did the court decide?

Convening of meetings for shareholders and creditors was dispensed with as consent was obtained; separate summons by transferee company was also dispensed with.

Siemens Nixdorf Information Systems Private Limited Vs - — Company and Corporate | Bombay HC (2012)

¶1

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SUMMONS FOR DIRECTION NO 641 OF 2012

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In the matter of:

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The Companies Act, 1956;

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AND

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In the matter of:

¶8

Sections 391 to 394 of the Companies Act,

1956;

AND

In the matter of:

Siemens Nixdorf Information Systems Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 130, Pandurang Budhkar Marg, Worli, Mumbai - 400018;

¶13

AND

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In the matter of:

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The Scheme of Amalgamation of Siemens Nixdorf Information Systems Private Limited (“Applicant Company” or “Transferor Company”) and Siemens Technology and Services Private Limited (formerly known as Siemens Information Systems Limited) (“Transferee Company”).

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Siemens Nixdorf Information Systems Private Limited ) a company incorporated under the provisions of the ) Companies Act, 1956 and having its registered office at ) 130, Pandurang Budhkar Marg, Worli, Mumbai 400018. ) …Applicant Company

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CALLED SUMMONS FOR DIRECTION

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Coram : S. J. Kathawalla, J.

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Dated : 14^th September, 2012

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Mr. Amit Jamsandekar with Mr. Gahan Singh and Mr. Vaibhav Ganjiwale i/b Khaitan & Co, Advocates for the Applicant Company.

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MINUTES OF ORDER

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Upon the application of the Applicant Company abovenamed by the Summons for Direction AND UPON HEARING Mr. Amit Jamsandekar instructed by Khaitan & Co, Advocates for the Applicant Company AND UPON READING the Affidavit dated 7^th day of March, 2012 of Mr Ajai Jain, Authorised Signatory of the Applicant Company, in support of the Summons for Direction along with the Exhibits therein referred to and Advocate for the Applicant has tendered additional affidavit-in-support of Summons for Direction dated 13^th September, 2012 of Mr. Ajai Jain, authorized signatory of the Applicant Company. The said additional affidavit is taken on record and upon perusing the same and exhibits referred therein, IT IS ORDERED THAT:-

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The convening and holding of the meeting of the Equity Shareholders of the Applicant Company for the purpose of considering and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Siemens Nixdorf Information Systems Private Limited with Siemens Technology and Services Private Limited (formerly known as Siemens Information Systems Limited), is dispensed with in view of Consent given by all equity shareholders of the Applicant Company which are annexed as Exhibit A1 and A2 to the additional affidavit of the Company Summons for Direction.

¶24

There are no Preference Shareholders of the Applicant Company as stated in paragraph No. 19 of the Affidavit in support of the Summons for Directions. Hence the question of convening and holding meeting of the Preference Shareholders does not arise.

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¶26

There are no Secured Creditors of the Applicant Company as stated in paragraph No. 23 of the Affidavit in support of the Summons for Directions. Hence the question of convening and holding meeting of the Secured Creditors does not arise.

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The convening and holding of the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Siemens Nixdorf Information Systems Private Limited with Siemens Technology and Services Private Limited (formerly known as Siemens Information Systems Limited), is dispensed with in view of the averments made in paragraph No. 22 of the Affidavit in support of the Summons for Directions and paragraph No. 2 of the additional affidavit dated 13th September, 2012 and consent letters given by two Unsecured Creditors which are annexed as Exhibit C-1 and C-2 to the additional affidavit dated 13^th September, 2012. The Applicant Company through its Counsel undertakes to obtain consent of the Unsecured Creditor viz. Deloitte Haskins & Sells and if the said consent is not obtained, the Applicant Company through its Counsel undertakes to issue notice of date of hearing of the petition by R.P.A.D. / Courier to the said Unsecured Creditor viz. Deloitte Haskins & Sells and also to publish the same in two local newspapers viz. “Free Press Journal” in English Language and translation thereof in “Navshakti” in Marathi Language, both having circulation in Mumbai. The said undertaking is accepted.

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The filing of a separate Company Summons for Direction and Company Scheme for petition by Siemens Technology & Services Pvt. Ltd, the Transferee Company is dispensed with in view of the averments made in paragraph Nos. 18 and 24 of the Affidavit in Support of the Summons for direction.

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(S.J. Kathawalla, J.)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 641 OF 2012

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IN THE MATTER OF: THE COMPANIES ACT, 1956; AND IN THE MATTER OF: SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956; AND IN THE MATTER OF: THE SCHEME OF AMALGAMATION OF SIEMENS NIXDORF INFORMATION SYSTEMS PRIVATE LIMITED WITH SIEMENS TECHNOLOGY AND SERVICES PRIVATE LIMITED (FORMERLY KNOWN AS SIEMENS INFORMATION SYSTEMS LIMITED) SIEMENS NIXDORF INFORMATION SYSTEMS PRIVATE LIMITED … APPLICANT COMPANY

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MINUTES OF THE ORDER

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DATED THIS 14^TH DAY OF SEPTEMBER, 2012

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M/S KHAITAN & CO ADVOCATES FOR THE APPLICANT COMPANY ONE INDIABULLS CENTRE, 13^TH FLOOR, 841 SENAPATI BAPAT MARG, ELPHINSTONE ROAD, MUMBAI 400 013

Siemens Nixdorf Information Systems Private Limited v. -

Case brief

What is this about?

What did the court decide?

Siemens Nixdorf Information Systems Private Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

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