Siemens Information Processing Services Private Limited. Vs. Nil

Siemens Information Processing Services Private Limited. vs Nil

Type Court Judgment Court Karnataka Decided Jan 21, 2011

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https://sooperkanoon.com/case/910174

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Citation: sooperkanoon.com/910174
Court: Karnataka High Court
Judge: Mr. Justice a.S.Pacahapure, J.
Decided On: Jan 21, 2011
Case Number: COMPANY APPLICATION NO. 1194/2010.
Subject: Service Tax

Case Summary

AI-generated summary - not the official court judgment text.

[MR. JUSTICE A.S.PACAHAPURE, J.] This company application is filed under section 391 of the companies act. 1956. read with rule 9 of the companies (court) rules. 1959. praying to order that the meetings of the equity share holders and unsecured creditors of the applicant for the purpose of considering and approving...

Key legal issue: Service Tax

Parties & Advocates

Appellant / Petitioner

Siemens Information Processing Services Private Limited.

Advocate M/S. KING & PARTRIDGE, Advs.

Respondent

Nil

Excerpt

[mr. justice a.s.pacahapure, j.] this company application is filed under section 391 of the companies act. 1956. read with rule 9 of the companies (court) rules. 1959. praying to order that the meetings of the equity share holders and unsecured creditors of the applicant for the purpose of considering and approving with or without modification the arrangement embodied in the scheme of amalgamation of siemens corporate finance private limited with siemens information systems limited, be convened or dispensed with as this hon'ble court deems fit. since consent le'iteps of 100% of the equity shareholders and unsecured creditors to the scheme of amalgamation have been submitted to the court together with the application and etc......and first transferor company have vide resolution passed on 6.12.2010. a. 12.2010 and 6.12.2010 respectively approved the scheme of amalgamation and the certified copies of the resolution passed have been produced at annexures h. j and k. the certificates from two independent firms of chartered accountants m/s. lshwar and gopal and m/s. s.bhaskai & company, dated 22.12.2010 with regard to the applicant's shareholders as on 30.11.2010 and unsecured creditors as on 15.1 1.20'.0 have also been filed separately under cover of a memo on 05-01 -2011.7. furthermore, the company application (csd - company summons for directions) no.6/2011 filed by the first transferor company and company application (csd - company summons for directions) no.7/201 1 filed by the transferee company before the hon'ble bombay high court have been allowed vide orders dated 07-01-2011 and the meetings of the shareholders and creditors of the said companies have been dispensed with.8. so taking into consideration the fact that the unsecured creditors and the shareholders have no objections, the application is hereby allowed and the meetings of the shareholders and creditors is dispensed with. the applicant is permitted to file petition within 15 days.

Full Judgment

1. Heard the learned counsel for the applicant and perused the papers.

2. The applicant has submitted the application requesting for dispensation of the meetings of the share holders and creditors of the Applicant Company for approving the scheme of amalgamation produced at Annexure-G.

3. The applicant Company was incorporated on 13-10- 2000 at Bangalore under the name of Siemens Shared Services India Private Limited and changed its name to Siemens BPO Services Private Limited with effect from 15.07.2005. The present name comes into effect from 17.08.2006.

4. In terms of the latest Audited Accounts of the applicant as on 30-09-2010 (Annexure-D). Us authorised capital is Rs.5,00,00,000/- (50,00.000 equity shares of Rs.10/- each and its issued, subscribed and paid up capital is Rs.4,16,43,140/- (41.64,314 equity shares of Rs.10/- each).

5. The applicant has got only two shareholders i.e., the Transferee Company Siemens Information Systems Limited which holds 49% of its paid up share capital and the First Transferor Company Siemens Corporate Finance Private Limited which holds 51% of its paid up share capital. The share holders as on 30.11.2010 and consent letters have been produced by the applicant at Annexure-N. Furthermore, the applicant has got 3 unsecured creditors (i.e., the Transferee Company, the First Transferor Company and another) and nil secured creditors. The unsecured creditors as on 15.11.2010 and the consent letters have been produced by the applicant as per Annexure-L.

6. The Board of Directors of the applicant Company. Transferee Company and First Transferor Company have vide resolution passed on 6.12.2010. A. 12.2010 and 6.12.2010 respectively approved the scheme of Amalgamation and the certified copies of the resolution passed have been produced at Annexures H. J and K. The certificates from two independent firms of Chartered Accountants M/s. lshwar and Gopal and M/s. S.Bhaskai & Company, dated 22.12.2010 with regard to the applicant's shareholders as on 30.11.2010 and unsecured creditors as on 15.1 1.20'.0 have also been filed separately under cover of a Memo on 05-01 -2011.

7. Furthermore, the Company Application (CSD - Company Summons for Directions) No.6/2011 filed by the first Transferor Company and Company Application (CSD - Company Summons for Directions) No.7/201 1 filed by the Transferee Company before the Hon'ble Bombay High Court have been allowed vide orders dated 07-01-2011 and the meetings of the shareholders and creditors of the said Companies have been dispensed with.

8. So taking into consideration the fact that the unsecured creditors and the shareholders have no objections, the application is hereby allowed and the meetings of the shareholders and creditors is dispensed with. The applicant is permitted to file petition within 15 days.

Same Court & Year Karnataka · 2011 Same Parties Siemens Information Processing Services Private Limited. vs Nil Same Subject Service Tax Same Judge Mr. Justice a.S.Pacahapure, J.

Service Tax