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2021 Supreme(Mad) 2410

IN THE HIGH COURT OF JUDICATURE AT MADRAS
ABDUL QUDDHOSE, J.
Patrick Bance – Appellant
Versus
Take Solutions Limited, Nungambakkam & Others – Respondent
O.A. Nos. 669, 670, 671, 673 & 674 of 2021 A. Nos.4056 of 2021 & 4057 of 2021 in C.S. No.322 of 2021 & O. A. Nos. 662 & 663 of 2021 & A. No.3807 of 2021 in C.S. No.320 of 2021
Decided on : 29-11-2021

Advocates:
Advocate Appeared:
For the Applicant :Sundaresan, Senior counsel for P.V. Balasubramaniam, Advocate.

Headnote:

Civil Procedure Code, 1908 - Section 44-A and 13 - Companies Act, 2013 – Section 430,100(2),(5) and (6),1(1),2(20),7 and 379 - Share - Subsidiary Company - Two suits and connected interlocutory applications involve a cross border Corporate dispute between an Interim Judicial Manager appointed by Singapore High Court under Singapore Insolvency Restructuring and Dissolution Act, 2018 for a Holding Company by name Take Solutions Singapore Pte Limited, Singapore and its Subsidiary Company by name Take Solutions Limited incorporated in India - Take Solutions Singapore Pte Limited, henceforth will be referred to as the ''Holding Company at Singapore'', Take Solutions Limited, Subsidiary Company incorporated in India will be referred to as the ''Indian Subsidiary Company'' and Interim Judicial Manager appointed by Singapore High Court for the ''Holding Company at Singapore'' will be referred to as ''IJM'' - Singapore Insolvency Restructuring and Dissolution Act, 2018 shall henceforth be referred to as the ''Singapore Insolvency Law'' - Parties to dispute do not dispute the fact that the ''Holding Company at Singapore'' holds 52.897% paid-up Share Capital in ''Indian Subsidiary Company'' – Held, From aforementioned reasons, it is clear that the balance of convenience is only in favour of the “IJM” and not in favour of the ''Indian Subsidiary Company'' or its Directors, viz., second and third defendants in C.S. who are also Directors of ''Holding Company at Singapore” whose powers are now suspended over ''Holding Company at Singapore” pursuant to appointment of “IJM” by the Singapore High Court - Any EGM has to be held in a crystal-clear and a transparent manner giving opportunity to all shareholders to participate in meeting - For the foregoing reasons, this Court is considered view that a prima facie case has been made out by the “IJM” and balance of convenience is also in his favour for grant of interim injunction as prayed - Irreparable loss will be caused to ''Holding Company at Singapore'' for whose interest the ''IJM'' represents if proposed sale of CRO Business of ''Indian Subsidiary Company'' is approved in a hurried manner without an objective and appropriate assessment made by ''IJM'' after proper scrutiny with regards to the deal in the interest of all Stakeholders of ''Holding Company at Singapore'' – Appeal dismissed.

JUDGMENT :

(Prayer : Original Application filed under Order XIV Rule 8 of the O.S. Rules and read with Order XXXIX Rule 1 & 2 of the C.P.C. as to why;

a) this Application should not be treated as urgent?

b) that this Hon'ble Court may not be pleased to Pass and Order of Interim Injunction restraining the Respondents/Defendants, their men Agents, servants, representatives or any person claiming through them or under them from in any manner proceeding with the Extraordinary General Meeting of the 1st Respondent to be held on October 23,2021 or any other subsequent date, to consider and/or giving effect to any Resolutions pertaining to the proposed sale of the CRO Business, without the consent of the Applicant, pending disposal of this Suit?

c) pass such further orders as this Hon'ble Court may deem fit and just and thereby render justice?

1. The two suits and the connected interlocutory applications involve a cross border Corporate dispute between an Interim Judicial Manager appointed by the Singapore High Court under the Singapore Insolvency Restructuring and Dissolution Act, 2018 for a Holding Company by name Take Solutions Singapore Pte Limited, Singapore and its Subsidiary Company by name Take Solutions Limited, Chennai incorporated in India.

2. Take Solutions Singapore Pte Limited, henceforth will be referred to as the ''Holding Company at Singapore'', Take Solutions Limited, Chennai the Subsidiary Company incorporated in India will be referred to as the ''Indian Subsidiary Company'' and the Interim Judicial Manager appointed by the Singapore High Court for the ''Holding Company at Singapore'' will be referred to as ''IJM''. The Singapore Insolvency Restructuring and Dissolution Act, 2018 shall henceforth be referred to as the ''Singapore Insolvency Law''.

3. The parties to the dispute do not dispute the fact that the ''Holding Company at Singapore'' holds 52.897% paid-up Share Capital in the ''Indian Subsidiary Company''. Due to default committed by the ''Holding Company at Singapore'' to its lenders and at the behest of Madison Pacific Trust Limited, Singapore, the first defendant in C.S. No.320 of 2021 who is a ''Debenture Trustee'' for certain lenders of the ''Holding Company at Singapore'', an ''IJM'' namely Mr.Patrick Bance, the Plaintiff in C.S. No.322 of 2021 was appointed by the Singapore High Court on 18.10.2021.

4. The dispute between the ''IJM'' and the ''Indian Subsidiary Company'' is with regard to the approval of the Sale of Clinical Research Organisation (CRO) business of the ''Indian Subsidiary Company'' to H.I.G. Taurus Pte. Ltd and H.I.G. Taurus EAL Pte. Limited in the EGM convened by the ''Indian Subsidiary Company'' on 23.10.2021.

5. The case of the ''IJM'' is that even though he was appointed by the Singapore High Court as ''IJM'' for the ''Holding Company at Singapore'' on 18.10.2021 itself and despite the fact that the said order was duly communicated to the ''Indian Subsidiary Company'' and its Directors, he was not furnished with the login details and was not permitted to cast his E-Vote on behalf of the ''Holding Company at Singapore'' on 23.10.2021 which is the date of the EGM when the approval for Sale of CRO business of the ''Indian Subsidiary Company'' was put to E-Voting.

6. The case of the ''IJM'' is that despite having duly received the order dated 18.10.2021 passed by the Singapore High Court as well as the subsequent orders passed by the Singapore High Court declaring the E-Voting cast on behalf of the ''Holding Company at Singapore'' on 21.10.2021 by an unknown person of the suspended management as null and void, the ''Scrutiniser'' has not permitted the ''IJM'' to cast his vote on behalf of the ''Holding Company at Singapore'' and has also not permitted him to participate in the EGM on 23.10.2021. It is also the case of the ''IJM'' that he is not totally disowning the deal outright reached by the ''Indian Subsidiary Company'' for the sale of its CRO business to H.I.G. Taurus Pte. Ltd and H.I.G. T

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