Allowed

M/S Fugo Creative Private Limited v. Nil

Karnataka HC4 Apr 2014CA/542/2014

Case brief

AI extract

What is this about?

The High Court of Karnataka allowed Company Applications filed by two private limited companies seeking dispensation from holding shareholder and creditor meetings. The court approved dispensation for both the transferor and transferee companies given unanimous shareholder consent and absence of creditors, directing a subsequent petition under Section 394.

What did the court decide?

Meeting of shareholders and creditors for both companies is dispensed with; applicants directed to file a petition under Section 394 within four weeks.

M/S Fugo Creative Private Limited Vs Nil — Company and Corporate | Karnataka HC (2014)

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IN THE HIGH COURT OF KARNATAKA AT BANGALORE

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DATED THIS THE 04^TH DAY OF APRIL, 2014 BEFORE:

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THE HONOURABLE MR. JUSTICE ANAND BYRAREDDY

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COMPANY APPLICATION No.541 OF 2014 CONNECTED WITH COMPANY APPLICATION No.542 OF 2014

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IN C.A.541 OF 2014:

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BETWEEN:

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M/s. P4P Consulting Private Limited, A company incorporated under The Companies Act, 1956, Having its registered office at No.244, 2^nd Floor, 6^th Main, 4^th Block, Jayanagar, Bangalore – 560 011.

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… APPLICANT

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(By Shri. Satyen Bajaj, Advocate)

AND:

Nil.

…RESPONDENT *****

This Company Application is filed under Section 391 and 394 of the Companies Act, 1956, read with Rules 6 and 9 of the Companies [Court] Rules, 1959,praying to order that the meeting

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of the Shareholders, Secured and unsecured creditors be dispensed with for the purpose of considering and if thought fit, approving with or without modification, the Scheme of Amalgamation proposed to be made between the Company and the shareholders and creditors of the said company and etc;

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IN C.A.542/2014:

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BETWEEN:

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M/s. Fugo Creative Private Limited, A company incorporated under The Companies Act, 1956, Having its registered office at No.611, 15^th Cross, 100 Feet Ring Road, J.P.Nagar, 6^th Phase, Bangalore – 560 058.

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… APPLICANT

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(By Shri. Satyen Bajaj, Advocate) AND:

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Nil.

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…RESPONDENT *****

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This Company Application is filed under Section 391 and 394 of the Companies Act, 1956, read with Rules 6 and 9 of the Companies [Court] Rules, 1959,praying to order that the meeting of the Shareholders, Secured and unsecured creditors be dispensed with for the purpose of considering and if thought fit, approving with or without modification, the Scheme of Amalgamation

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proposed to be made between the Company and the shareholders and creditors of the said company and etc;

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These Company Applications coming on for Orders this day, the Court made the following: -

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O R D E R

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These applications are filed seeking dispensing with the meetings of the shareholders of the applicant companies.

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The applicant company in C.A.541/2014 is the

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Transferor Company, which is said to be incorporated in the year 2004 in the name and style of ‘M/s. P4P Consulting Private Limited’ under the Companies Act, 1956 in Karnataka with the objects to act as service organization or bureau for advising senior management of the companies and provide consultancy services and etc.

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The registered office of the Transferor company is situated at No.244, 2^nd Floor, 6^th Main, 4^th Block, Jayanagar, Bangalore560 011.

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The authorised share capital of the applicant – Transferor company is Rs.2,00,000/- divided into 20,000 equity shares of

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Rs.10/- each and the issued, subscribed and paid-up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.

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The applicant company in C.A.542/2014 is the

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Transferee Company, who is said to be incorporated in the year 2007 in the name and style of ‘M/s. Fugo Creative Private Limited’ under the Companies Act, 1956 with the objects to develop, provide, deal in all kinds of outsourcing services to various corporate and non-corporate establishments in India and abroad and etc.

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The registered office of the Transferee company is situated at No.611, 15^th Cross, 100 Feet Ring Road, J.P. Nagar 6^th Phase, Bangalore-560 078.

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The authorised share capital of the applicant – Transferee company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each and the issued, subscribed and paid-up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.

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The Board of Directors of both the Transferor and

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Transferee companies had approved and adopted a scheme of amalgamation of the Transferor company with the Transferee company at their meeting held on 22.02.2014, subject to the consent of the shareholders and confirmation of this Court.

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It is stated that all the shareholders of the Transferor Company have agreed to dispense with the convening of the meetings of the shareholders and that there are no creditors in respect of the Transferor company.

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It is also stated that there are only two shareholders in the Transferee Company and both have agreed to dispense with the convening of the meetings of the shareholders. It is also submitted that there are no creditors in the Transferee Company.

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For the reasons stated above, the applications are allowed. The convening of the meetings of the shareholders of the

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Transferor and Transferee companies to consider the scheme of amalgamation is dispensed with.

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The applicants are directed to file a petition under Section

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394 of the Companies Act, 1956, within four weeks.

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Sd/JUDGE

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M/S Fugo Creative Private Limited v. Nil

Case brief

What is this about?

What did the court decide?

M/S Fugo Creative Private Limited v. Nil

Case brief

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