Delhi High Court
Innodata Isogen Technologies Pvt ... vs Innodata Isogen Pvt Ltd on 24 November, 2010
Author: Sanjiv Khanna
1.
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) NO. 198/2010
Date of decision: 24th November, 2010
INNODATA ISOGEN TECHNOLOGIES PRIVATE LIMITD
..... Transferor Company.
WITH
INNODATA ISOGEN PRIVATE LIMITED.. Transferee Company.
Through Mr. Saurabh Munjal, Advocate.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R D E R (ORAL)
1. Affidavit has been filed and the same is taken on record.
2. The present application under Section 391 of the Companies Act,
1956 (Act, for short) has been filed by Innodata Isogen Technologies
Private Limited (hereinafter referred to as the transferor company) and
Innodata Isogen Private Limited (hereinafter referred to as the transferee
company) in respect of the scheme of amalgamation, which has been
enclosed as Annexure I to this application.
3. The registered office of the transferor company and the transferee
company are located within the National Capital Territory of Delhi. Board
of Directors of the transferor company and the transferee company have
passed Resolutions approving the proposed scheme of amalgamation. It is
stated in the application that no proceedings under Sections 235 to 251 of
the Act are pending against the transferor company and the transferee
company.
4. The transferor company has three shareholders and the said
shareholders have given their no objection certificates/consent to the
proposed scheme of amalgamation. The transferor company does not have
any secured creditor and has three unsecured creditors. The unsecured
creditors have also given their no objection certificates/consent to the
COMPANY APPLICATION (M) NO. 198/2010 Page 1
proposed scheme of amalgamation.
5. The transferee company has two shareholders and the said
shareholders have given their no objection certificates/consent to the
proposed scheme of amalgamation. It is stated that the transferee company
does not have any secured creditor. The transferee company has 39
unsecured creditors and the said unsecured creditors have given their no
objection certificates/consent to the proposed scheme of amalgamation.
6. In view of the no objection certificates/ consent given by the
shareholders and the unsecured creditors of the transferor company and the
transferee company, I dispense with the need and requirement to convene
and hold meeting of the shareholders and unsecured creditors of the
transferor company and the transferee company.
7. It is noticed that the applicants had earlier filed C.A. (M) No.
160/2010, which was dismissed because of some technical errors, but with
liberty to file a fresh application after rectifying the defects.
8. The present application is disposed of. It is clarified that this Court
has not examined the share exchange ratio and the said aspect will be
examined at the time of second motion.
DASTI.
SANJIV KHANNA, J.
NOVEMBER 24, 2010
VKR
COMPANY APPLICATION (M) NO. 198/2010 Page 2
