Allowed

Teleca Software Solutions v. Nil

Karnataka HC30 Sept 2013CA/1570/2013

Case brief

AI extract

What is this about?

The High Court of Karnataka allowed the company application under Section 391 of the Companies Act, 1956 to dispense with holding meetings of equity shareholders to consider a scheme of amalgamation, as written consent was obtained from all shareholders and creditors.

What did the court decide?

Dispensing with the convening and holding of meetings of equity share holders and creditors to consider the scheme of amalgamation.

Teleca Software Solutions Vs Nil — Specific Performance | Karnataka HC (2013)

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IN THE HIGH COURT OF KARNATAKA AT BANGALORE DATED THIS THE 30^TH DAY OF SEPTEMBER 2013

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BEFORE

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THE HON’BLE MR.JUSTICE S. ABDUL NAZEER

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COMPANY APPLICATION NO.1570/2013

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Between:

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Teleca Software Solutions (India) Private Limited, Registered Office at No.3 & 3A of EOIZ of Industrial Area, Sy.Nos.85 and 86, Sadarmangala Village, Krishnarajapuram Hobli, Bangalore – 560 066. …. Applicant.

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(By Sri Udayashankar A/S, Advs.)

And:

Nil. …. Respondent.

This Company Application is filed under Section 391 of the Companies Act, 1956 praying to dispense with the meeting of the equity share holders of the applicant company since all the equity shareholders have conveyed their consent for the scheme of amalgamation in writing, etc.

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This Company Application coming on for Orders this day, the Court passed the following:

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ORDER

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The applicant, a company incorporated under the

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Companies Act, 1956 (for short ‘the Act’) on 17.4.2009 in the State

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of Karnataka at the address shown in the cause title has preferred this application to dispense with the convening and holding of meeting of its equity share holders to consider the scheme of amalgamation at Annexure ‘A’.

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The affidavit of one Indranil Sen, Director of the applicant company discloses the material particulars of incorporation, authorized, issued, subscribed and paid-up share capital and the main objects of the applicant company as set out in the Memorandum and Articles of Association at Anneuxre ‘B’. The

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balance sheet made up-to 31.3.2013 of the applicant company discloses its assets and liabilities.

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It is stated that the Board of Directors of the applicant

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company approved the scheme of amalgamation at Annexure ‘A’ in its meeting held on 25.6.2013 wherein the applicant, a wholly owned subsidiary is sought to be merged with Symphony Teleca Corporation (India) Private Limited, the transferee company.

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At paragraph 8, it is stated that there are 2 share holders

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and they have extended in writing their consent to dispense with convening and holding of their meetings for consideration of scheme of amalgamation.

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At paragraph 9, it is stated that the applicant company has

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no secured creditors as certified by the Chartered Accountant.

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At paragraph 10, it is stated that there are 18 unsecured

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creditors as certified by the Chartered Accountant as on 31.5.2013 and that 4 unsecured creditors for value of Rs.32,92,42,247/constituting 96% in value of credit as on 31.5.2013 have extended

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their consent for the proposed scheme in their letter at Annexure

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‘L’.

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Regard being had to the material particulars, there is a need to dispense with the convening and holding of the meeting of the shareholders and creditors to consider the scheme of

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amalgamation at Annexure ‘A’.

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The Company Application is accordingly allowed.

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Sd/JUDGE.

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BMM/-

Teleca Software Solutions v. Nil

Case brief

What is this about?

What did the court decide?

Teleca Software Solutions v. Nil

Case brief

What is this about?

What did the court decide?

What the court decided

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