Allowed

Igate Information Services Private Limited v. 0

Bombay HC13 Feb 2015CSD/104/2015

Case brief

AI extract

What is this about?

The court dispensed with convening meetings of shareholders and creditors for approving a scheme of amalgamation. It accepted that creditor rights were unaffected and allowed notice via airmail and newspaper publication.

What did the court decide?

Scheme meeting for shareholders dispensed with due to consent; creditor meeting dispensed due to no affected rights; notice via R.P.A.D./airmail and newspapers accepted.

Igate Information Services Private Limited Vs 0 — Specific Performance | Bombay HC (2015)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SUMMONS FOR DIRECTION NO 104 OF 2015

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In the matter of the Companies Act, 1956 or re-enactment thereof upon effectiveness of the Companies Act, 2013;

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AND

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

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In the matter of Scheme of Amalgamation

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IGATE Information Services Private Limited ( the Transferor Company)

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with

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IGATE Global Solutions Limited (the Transferee Company) and their respective shareholders.

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IGATE Information Services

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Private Limited , a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Level II, Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune 411 013, Maharashtra.

)

)

)

) )

)

) ) ……..Applicant Company

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Called Summons for Direction for hearing

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Mr. Rajesh Shah i/b. Rajesh Shah & Co. Advocates for the Applicant Company.

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Coram: S. J. Kathawalla, J.

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Date : 13^th February, 2015

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MINUTES OF ORDER

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UPON the application 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

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Page 1 of 3

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Company, AND UPON READING the Affidavit dated 21^st January, 2015 of Mrs. Dipti Singbal, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the exhibits therein referred to, IT IS ORDERED THAT :-

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That the convening and holding 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 of IGATE Information Services Private Limited (the Transferor Company)with IGATE Global Solutions Limited (the Transferee Company) and their respective shareholders is dispensed with in view of consent given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibit “C1” and “C2” to the affidavit in support of the Summons for Direction.

¶28

That there are no Secured Creditors in the Applicant Company, as mentioned in paragraph 10 of the Affidavit in support of the 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 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 IGATE Information Services Private Limited (the Transferor Company) with IGATE Global Solutions Limited (the Transferee Company) and their respective shareholders is dispensed with in view of the averments made in paragraph 11 of the Affidavit in Support of the Summons for Direction inter-alia stating that the present Scheme is an Arrangement between the Applicant Company and its shareholders as contemplated under Section 391(1)(b) and not in accordance with the provisions of Section 391(1)(a) of the Companies Act, 1956 as

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Page 2 of 3

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there is no Compromise and/or Arrangement with the Creditors as no sacrifice is called for and rights of Unsecured Creditors of the Applicant Company will not be affected by the proposed Scheme of Amalgamation since post Scheme, the assets of the Transferee Company will be sufficient to discharge its liabilities and that the Applicant Company undertakes to issue individual notice of the date of hearing of Petition by R.P.A.D. / Airmail to all its Unsecured Creditors and also to publish the same in two newspapers, viz. ‘Economic Times’ in English language and translation thereof in ‘Maharashtra Times’ in Marathi language, both having circulation in Pune. The said undertaking is accepted.

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(S. J. Kathawalla, J)

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Page 3 of 3

Igate Information Services Private Limited v. 0

Case brief

What is this about?

What did the court decide?

Igate Information Services Private Limited v. 0

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

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Case details

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