Partly allowed

Ionnor Solutions Private Limited v. ------

Punjab & Haryana HC20 Sept 2012CP/102/2012

Case brief

AI extract

What is this about?

The Court allowed a scheme of amalgamation petition under Sections 391-394 of the Companies Act, 1956. It dispensed with the requirement to convene meetings of equity shareholders and unsecured creditors due to the specific circumstances of the transferor company, permitting the Second Motion Petition.

What did the court decide?

Meetings of equity shareholders and unsecured creditors dispensed with; First Motion disposed of; liberty to move Second Motion Petition.

Ionnor Solutions Private Limited Vs ------ — Specific Performance | Punjab & Haryana HC (2012)

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CP NO.102 OF 2012 ::1 ::

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IN THE HIGH COURT FOR THE STATES OF PUNJAB AND HARYANA AT CHANDIGARH.

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C.P. NO. 102 OF 2012(O & M) Date of Decision: 20^th September,2012.

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IN THE MATTER OF:

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THE COMPANIES ACT, 1956

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AND IN THE MATTER OF : INNOR Solutions Private Limited.

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.....Applicant/Transferor Company

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AND

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SPAN INFOTECH (India) Private Limited.

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.....Transferee Company

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Present: Mr. Shankh Sengupta, Advocate and Mr. Chanayaka Pandit, Advocate.

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CORAM:

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HON’BLE MR. JUSTICE SURYA KANT.

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1. Whether Reporters of local papers may be allowed to see the judgment?

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2. To be referred to the Reporters or not? 3. Whether the judgment should be reported in the Digest?

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SURYA KANT, J. [ORAL]

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C.A. No. 550 of 2012

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Allowed as prayed for.

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C.P. No. 102 of 2012

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In this petition under Section 391 to 394 of the Companies Act, 1956, duly supported by affidavits, the petitioner-Transferor Company seeks dispensation of the meetings of their shareholders and creditors for sanctioning of the Scheme of Arrangement (Annexure P/5).

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[2] It is averred that the registered office of Transferor company is situated at E-96, Phase-VIII, Industrial Area, Mohali, Punjab and it is registered with Registrar of companies, Punjab, Himachal Pradesh and Chandigarh at Chandigarh and the registered office of Transferee Company is situated at #18/2, Vani Vilas Road, Basavanagudi,

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CP NO.102 OF 2012 ::2 ::

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Bangalore, which is registered with the Registrar of Companies, Bangalore.

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[3] Main objects of the Transferor Company and the Transferee Company are detailed in their respective Memorandum and Articles of Association and Articles of the Association annexed with the petition at Annexure P-1 and P-2, respectively.

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[4] The Board of Directors of the IONNOR Solutions Private Limited (Transferor Company) have approved the Scheme of Amalgamation in the meeting held on 03.07.2012, vide resolution Annexure P-8 and of SPAN INFOTECH (India) Private Limited (Transferee Company) approved the said Scheme on 05.07.2012, vide resolution Annexures P-10 .

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[5] The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on 31 March, 2012 is as follows:

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Authorized Share Capital	(Amount in Rupees )
50,000 Equity Shares of Rs. 10/-each	5,00,000
Total	5,00,000
Issued, Subscribed and Paid-up	(In Rupees)
50,000 Equity Shares of Rs. 10/-each	5,00,000
Total	5,00,000

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[6] The counsel submits that there are only two shareholders of the Transferor Company and their consents to the Scheme are appended with the petition at pages 408-412. It is stated that the company does not have any secured creditor and to this effect a certificate of Ajay Raj and Associates, Chartered Accountants is also annexed with the petition. The said company has only 1 unsecured creditor representing a total unsecured debt of Rs.41,609 and the 'Noobjection' obtained from the said creditor too is appended with the petition at page 416-418.

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[7] The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on 31 March, 2012 is as under:

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CP NO.102 OF 2012 ::3 ::

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Authorized Share Capital	(Amount in Rupees )
30,00,000 Equity Shares of Rs. 10/-each	3,00,00,000
Total	3,00,00,000
Issued, Subscribed and Paid-up	(In Rupees)
27,50,000 Equity Shares of Rs. 10/-each	2,75,00,000
Total	2,75,00,000

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[8] It is urged by learned counsel for the applicant-Transferor company that the Scheme of Arrangement would, inter alia, have the benefits of increasing efficiency by pooling of resources and their optimum utilization, thereby availing synergies from combined resources and will enable the company concerned to rationalize and streamline their management, businesses and finances and the businesses will be carried on more economically and profitably after the proposed amalgamation.

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[9] It is also averred that the Transferee Company has filed its separate petition before Hon'ble High Court of Karnataka at Banglore for obtaining sanction of the subject Scheme and the Ist Motion petiton has already been disposed of on 14.09.2012 but the order is yet to be received.

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[10] In this view of the matter, convening of the meetings of the equity Shareholders and Unsecured Creditor(s) of the applicant-Transferor company and/or publication of the notices for such meetings, are ordered to be dispensed with. Since there is no Secure Creditor of the Transferor Company, no occassion arises to dispense with their meeting.

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[11] The first motion petition stands disposed of accordingly. The Transferor Company shall be at liberty to move the Second Motion Petition.

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20^th September, 2012 dinesh

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(SURYA KANT) JUDGE

Ionnor Solutions Private Limited v. ------

Case brief

What is this about?

What did the court decide?

Ionnor Solutions Private Limited v. ------

Case brief

What is this about?

What did the court decide?

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