Allowed

N2N Technologies Ltd. v. --

Bombay HC1 Mar 2013CSD/216/2013

Case brief

AI extract

What is this about?

In a company petition under Sections 391-394 of the Companies Act, 1956 regarding an amalgamation scheme, the court ordered the convening of an equity shareholders' meeting and dispensed with the need to call unsecured creditors. The applicant was also relieved from obtaining prior Registrar approval for notices and forms.

What did the court decide?

Directions to convene shareholders' meeting; dispensation of unsecured creditors' meeting and Registrar's prior approval for forms and notices.

N2N Technologies 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. 216 OF 2013

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In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation Of Leadsoft Softech Private Limited (“the Transferor Company”) And N2N Technologies Limited (“the Transferee Company”) AND their respective Shareholders N2N Technologies Limited , a company ) incorporated under the Companies Act, ) ) 1956 having its registered office at ) 101, P-1, Pentagon, Magarpatta City, ) ……Applicant Company Hadapsar, Pune – 411013

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Called Summons for Direction

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Mr. Hemant Sethi, Hemant Sethi & Co., for Applicant

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Coram: N.M. JAMDAR, J Date: 1^st MARCH 2013

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MINUTES OF THE ORDER

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UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 15^th February, 2013 of Mr. M Rushikesh, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the exhibits referred to therein, IT IS ORDERED :

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That a Meeting of the Equity Shareholders of the Applicant Company be convened and held on Tuesday, the 9^th , April, 2013 at 11.30 a.m. at 101,

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P-1, Pentagon, Magarpatta City, Hadapsar, Pune – 411013 for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Leadsoft Softech Private Limited with N2N Technologies Limited and Their respective shareholders.

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That at least 21 clear days before the meeting of the members of the Applicant Company to be held as aforesaid, a notice convening the said meeting, at the day, place, date and time aforesaid and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 (‘the Act’) and the form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its Advocates, shall be published once each in ‘Indian Express’ in English language and ‘Loksatta’ in Marathi language, both circulated at Pune. Publication thereof in Maharashtra Government Gazette is dispensed with.

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That, in addition, at least 21 clear days before the said meeting of the members of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place, day, date and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under Section 393 of the Act and the prescribed form of proxy, shall be sent by Courier or by Registered Post or by Air Mail addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses.

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That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Act to accompany the notice, by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to:

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i. issue Notices convening meeting of the Members comprising of the Equity Shareholders as per Form No. 36 (Rule 73)

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ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956;

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iii. issue Form of Proxy as per Form No. 37 (Rule 73) and

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iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74)

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The said undertaking is accepted.

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That Mr. Haren Parekh, Director of the Applicant Company, and failing him, Mr. Rajesh Shah, Director of the Applicant Company, and failing him, Mr. Jayesh Desai, Director of the Applicant Company and failing him, Mr. M Rushikesh, Compliance Officer of the Applicant Company shall be the Chairman of the aforesaid Meeting of the Members comprising of the Equity Shareholders to be held on Tuesday, the 9^th April 2013 at 11.30 a.m. at 101, P-1, Pentagon, Magarpatta City, Hadapsar, Pune – 411013 or any adjournment or adjournments thereof.

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That the Chairman appointed for the aforesaid meeting do issue advertisements and send out notices of the said meeting referred to above. It is further directed that the Chairman of the meeting shall have all powers as per the Articles of Association and also under the Companies (Court) Rules, 1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjournment or adjournments thereof or on any other matter including the amendment(s) to the Scheme or Resolutions, if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll. The Chairman to file an Affidavit not less than 7 days before the date fixed for the holding of the meeting and do report to this Court that the directions regarding the issue of notice and advertisements have been complied with.

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That quorum for the aforesaid meeting of the members shall be five (5) members of the Company present in person.

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That voting by proxy/ authorised representative be permitted, provided that a proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at 101, P-1, Pentagon, Magarpatta City, Hadapsar, Pune – 411013, India later than, 48 hours

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before the aforesaid meeting as required under Rule 70 of the Companies (Court) Rules, 1959.

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That the value of the share of each member shall be in accordance with the books/ register of the Applicant Company and where the entries in the books/ register are disputed, the Chairman shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final.

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That the Chairman to report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit.

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There are no Secured Creditors in the Applicant Company as stated in paragraph 11 of the Affidavit in support of Company Summons for Directions. Hence the question of convening and holding the meeting of the Secured Creditors does not arise.

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That the convening and holding 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 of Leadsoft Softech Private Limited with N2N Technologies Limited and Their respective shareholders is dispensed with in view of averments made in paragraph 12 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D upon all its Unsecured Creditors and also to publish the same in two local newspapers i.e. Indian Express in English language and translation thereof in ‘Loksatta’ in Marathi language, both having circulation in Pune. The said undertaking is accepted.

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(N.M Jamdar, J.)

N2N Technologies Ltd. v. --

Case brief

What is this about?

What did the court decide?

N2N Technologies Ltd. v. --

Case brief

What is this about?

What did the court decide?

What the court decided

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