Disposed

Amdocs Development Centre India Pvt.Ltd. v. ---

Bombay HC15 Feb 2013CSD/167/2013

Case brief

AI extract

What is this about?

The High Court of Bombay dispensed with the need to convene meetings for equity and unsecured shareholders or creditors and with the filing of a separate petition for a Scheme of Amalgamation application, relying on consents and the deficiency of assets covering liabilities.

What did the court decide?

Dispensation with convening meetings of shareholders/creditors and filing of separate petition; scheme proceeds based on consents and financial solvency.

Amdocs Development Centre India Pvt.Ltd. Vs --- — Company and Corporate | Bombay HC (2013)

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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. 167 OF 2013

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In the matter of Companies Act, 1956, (1 of 1956);

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AND

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In the matter of Sections 391 to 394 of the Companies Act, 1956;

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AND

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In the matter of Scheme of Amalgamation

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Amdocs Business Services Private Limited (“First Transferor Company”)

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AND

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Amdocs Development Centre Delhi Private Limited (“Second Transferor Company”)

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WITH

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Amdocs Development Centre India Private Limited (“Transferee Company”)

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AND

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Their respective shareholders

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Amdocs Development Centre ) India Private Limited, a company ) incorporated under the provisions of ) Companies Act, 1956, having its Registered office at 6^th Floor, ) Cybercity, Tower 2, Magarpatta ) City, Hadapsar, Pune - 411028.

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) ……Applicant Company

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Called for Summons for Direction

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Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocates for the Applicant.

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Coram: N.M. Jamdar Date: 15^th February, 2013

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MINUTES OF THE ORDER

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UPON the Company Summons for Direction of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 24^th January, 2013 of Mr. Dinesh Bapat, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED:

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THAT convening and holding of the meeting of the Equity Shareholders of Amdocs Development Centre India Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approve with or without modifications, the proposed Scheme of Amalgamation of Amdocs Business Services Private Limited and Amdocs Development Centre Delhi Private Limited with Amdocs Development Centre India Private Limited, the Applicant Company and their respective shareholders is dispensed with, in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed herewith as ‘Exhibit G1 & G2’ to the Affidavit, in support of the Summons for Direction.

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THAT there are no Secured Creditors of the Applicant Company as stated in paragraph 24 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise.

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THAT 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 modifications, the proposed Scheme is dispensed with in view of the averments made in paragraph 25 of the Affidavit in support of the Company Summons for Direction, inter alia, stating that the aggregate assets of the Applicant Company and the Transferor Companies are more than sufficient to meet all their respective external liabilities and that the Scheme will not adversely affect the rights and interest of the Unsecured creditors of any Company in any manner whatsoever.

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THAT the filing of the separate Proceedings /Company Scheme Petition under Sections 391 to 394 of the Companies Act, 1956 by Amdocs Development Centre India Private Limited, the Transferee Company, is dispensed with in view of the averment made in paragraph 26 to 28 of the Affidavit in support of Company Summons for Direction interalia stating that the Transferor Company is wholly owned subsidiary of the Transferee Company and no new shares are required to be issued and in view of observations of this Court in Mahaamba

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Investments Limited vs. IDI Limited [(2001) 105 Company Cases 16

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Bombay] and other similar cases.

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(N.M. Jamdar, J)

Amdocs Development Centre India Pvt.Ltd. v. ---

Case brief

What is this about?

What did the court decide?

Amdocs Development Centre India Pvt.Ltd. v. ---

Case brief

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What did the court decide?

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