Allowed

M/s Open Text Corporation India Private Limited, v. -

Telangana HC24 Oct 2014COMPA/1263/2014

Case brief

AI extract

What is this about?

Company Application No. 1263 of 2014 filed under Sections 391 and 394 of the Companies Act, 1956 and Rule 69 of the Companies (Court) Rules, 1959 to dispense with the convening of a shareholders' meeting for a proposed scheme of amalgamation. The court allowed the application as all shareholders provided consent.

What did the court decide?

Dispensation with the holding of a meeting of the shareholders of the applicant company.

M/s Open Text Corporation India Private Limited, Vs - — Company and Corporate | Telangana HC (2014)

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THE HON’BLE SRI JUSTICE A.RAJASHEKER REDDY

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COMPANY APPLICATION NO.1263 OF 2014

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O R D E R :

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This application is filed under Sections 391 and 394 of the Companies Act, 1956, read with Rule 69 of the Companies (Court) Rules, 1959, for dispensing with the convening of meeting of the shareholders of the applicant company (transferee company) for considering the proposed scheme of amalgamation of the applicant with M/s. Cordys Software India Private Limited (transferor company).

¶5

The applicant pleaded that it was incorporated on 30.03.2012, that its authorized share capital of the transferee company as on 31^st March, 2013 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each and that the issued subscribed paid up capital is Rs.1,00,000/- divided into Rs.10,000/- equity shares of Rs.10/- each. The present authorised share capital of transferee company is Rs.2,00,00,000/- divided into 2,00,000 equity shares of Rs.10/- each and that the present issued subscribed paid up capital is Rs.3,07,360/- divided into Rs.30,736/equity shares of Rs.10/- each.

¶6

Its main objects are to manufacture, assemble, erect, install, purchase, import, export, equip, sell, trade, fabricate, design, distribute, repair, maintain, exchange, alter, lease or hire, sell on hire, purchase on instalment system or to construct, develop, enter into arrangement for setting up the same either in whole or in part or any other way of deal in microprocessor based mini and microcomputers, software of all kinds etc.

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The applicant further pleaded that the transferor and transferee company is also engaged in business of providing software development

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services and marketing and distribution of software products and providing related services. The proposed amalgamation will enable the consolidation of activities of the transferor company and transferee company with pooling and more efficient utilization of their resources, greater economies of scale, reduction in overheads and other expenses and improvement various operating parameters and that the said proposed scheme of amalgamation will be beneficial and advantageous in the long term interest of both the transferor and transferee companies and their shareholders. In view of the advantages of amalgamation, the Board of Directors of the Transferor and Transferee companies at their respective meetings held on May 26, 2014 approved the scheme of amalgamation with effect from 01.04.2014. The applicant further pleaded that it has only 2 shareholders and that they have given their consent for the proposed scheme of amalgamation (Annexure A5) by way of notarized affidavits filed as annexure-A6 (Page Nos.124 to 135). It has, therefore, sought for dispensing with the holding of meeting of its shareholders.

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Having regard to the fact that since the shareholders of the applicant company have submitted their no objection/consent affidavits for the proposed scheme of amalgamation, as evident from Annexure-A6 and that they are less than 10 in number, no purpose will be served by holding their meeting. Accordingly, holding of meeting of the shareholders is dispensed with.

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The company application is accordingly allowed.

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_______________________________ A.RAJASHEKER REDDY, J

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24.10.2014 kvrm

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THE HON’BLE SRI JUSTICE A.RAJASHEKER REDDY

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COMPANY APPLICATION NO.1263 OF 2014

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DATE: 24.10.2014

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kvrm

M/s Open Text Corporation India Private Limited, v. -

Case brief

What is this about?

What did the court decide?

M/s Open Text Corporation India Private Limited, v. -

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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