Disposed

Morarjee Textiles Limited Vs

Bombay HC17 Feb 2012CSD/134/2012

Case brief

AI extract

What is this about?

The High Court granted directions for convening an equity shareholders' meeting to approve a composite scheme of amalgamation. Meetings for preference shareholders and creditors were dispensed with due to prior consents. The court dispensed with the Registrar's verification of notices and the separate procedure for capital reduction, accepting the applicant's undertakings.

What did the court decide?

Direction for convening equity shareholders' meeting; dispensation of creditors/preference shareholders' meetings; relief from Registrar's verification; acceptance of undertaking for compliance with s

Morarjee Textiles Limited Vs — Company and Corporate | Bombay HC (2012)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SUMMONS FOR DIRECTION NO 134 OF 2012

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In the matter of the Companies Act, 1956 (1 of 1956);

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AND

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In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Composite Scheme of Arrangement and Amalgamation

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between Morarjee Textiles Limited (“the Demerged Company”) and Five Star Mercantile Limited (“the Resulting / Transferee Company”) and Morarjee Holdings Private Limited (“the Transferor Company”) and their respective shareholders

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MORARJEE TEXTILES LIMITED, a ) Company incorporated under the ) provisions of the Companies Act, ) 1956 and having its registered office ) at Peninsula Spenta, Mathuradas ) Mills Compound, Senapati Bapat ) Marg, Lower Parel, Mumbai – 400 ) 013. ) ……..Applicant Company

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Called for Summons for Direction

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Coram: S. J. Kathawalla, J.

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Date: 17^th February, 2012

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Mr. Rajesh Shah i/b. Rajesh Shah & Co. Advocates for the Applicant.

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MINUTES OF THE ORDER

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UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 6^th February, 2012 of Ms. Karina Vaz, Dy. Company Secretary of the Applicant Company, in support of Summons for Direction and the exhibits referred to therein, IT IS ORDERED :

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That the meeting of the Equity Shareholders of the Applicant Company, be convened and held at M.C Ghia Hall, 4^th Floor, Bhogilal Hargovindas Building, 18/20, K. Dubash Marg, Kala Goda, Mumbai – 400 001 on Monday, 19^th day of March, 2012 at 3:00 p.m for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement and Amalgamation between Morarjee Textiles Limited, the Demerged Company and Five Star Mercantile Limited, the Resulting / Transferee Company and Morarjee Holdings Private Limited, the Transferor Company and their respective shareholders.

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That at least 21 clear days before the meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said meeting, at the place, date and time aforesaid and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 (‘the Act’) and the form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its Advocates, shall be published once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both circulated at Mumbai. Publication thereof in Maharashtra Government Gazette is dispensed with.

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That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place, date and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under Section 393 of the Act and the prescribed form of proxy, shall be sent by R.P.A.D. / Registered Post addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses.

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That the settling and approving of the Draft of advertisement, proxy form, Draft of notice, the Explanatory Statement required to be furnished pursuant to Section 393 of the Act to be accompanied to the notice, by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to:

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i. issue Notice convening meeting of the equity shareholders as per Form No. 36 (Rule 73)

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ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956;

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iii. issue Form of Proxy as per Form No. 37 (Rule 73) and

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iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74)

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The undertaking is accepted.

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That Ms. Urvi A Piramal, Non-Executive Chairperson of the Applicant Company, and failing him, Mr. Harshvardhan A Piramal, Executive Vice Chairman of the Applicant Company, and failing him, Mr. Mahesh S Gupta, Director of the Applicant Company, and failing him Mr. R K Rewari, CEO & Executive Director shall be the Chairman of the aforesaid Meeting to be held at M.C Ghia Hall, 4^th Floor, Bhogilal Hargovindas Building, 18/20, K. Dubash Marg,

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Kala Goda, Mumbai – 400 001 on Monday, 19^th day of March, 2012 at 3:00 p.m. or any adjournment or adjournments thereof.

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That the Chairman appointed for the aforesaid meeting do issue advertisements and shall cause to issue notices of the said meeting referred to above.

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That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) Equity Shareholders present in person.

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That voting by proxy/ authorised representative be permitted, provided that a proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at Peninsula Spenta, Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, not later than, 48 hours before the aforesaid meeting as required under Rule 70(2) of the Companies (Court) Rules, 1959.

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That the value of the share of each member shall be in accordance with the books/ register of the Applicant Company and where the entries in the books/ register are disputed, the Chairman shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final.

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That the Chairman to report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit.

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That convening and holding of the meeting of the Preference Shareholders of the Applicant Company to consider and, if thought fit, approve, with or without modification(s), the proposed Composite Scheme of Arrangement and Amalgamation between Morarjee Textiles Limited, the Applicant / Demerged Company and Five Star Mercantile Limited, the Resulting / Transferee Company

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and Morarjee Holdings Private Limited, the Transferor Company and their respective shareholders is dispensed with in view of the consents given by both the Preference Shareholders of the Applicant Company, which are annexed as Exhibits “ D1 ” and “ D2 ” to the Affidavit in support of the Summons for Direction.

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That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme is dispensed with in view of the averments made in paragraph (14) of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Secured Creditors and also undertakes to publish the notice of hearing of the Petition in two local news papers i.e. ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted.

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That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme is dispensed with in view of the averment made in paragraph 15 of the Affidavit, in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors having an outstanding balance of Rs. 100000/and more. The Applicant Company also undertakes to publish the notice of hearing of the petition in two local news papers i.e. ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted.

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That in view of the averment made in paragraph (16) of the Affidavit in support of the Summons for Direction stating that the reduction

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of the Share Capital shall be effected as an integral part of the Scheme and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that it also does not involve any compromise or arrangement with any creditors of the Applicant Company, the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass a Special Resolution for the proposed reduction in the Extra Ordinary General Meeting of its Equity Shareholders u/s 100 of the Companies Act, 1956, before filing the Company Scheme Petition and to annex a copy of the Special Resolution to the said Company Scheme Petition. The said undertaking is accepted.

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(S. J. Kathawalla, J.)

Morarjee Textiles Limited Vs

Case brief

What is this about?

What did the court decide?

Morarjee Textiles Limited Vs

Case brief

What is this about?

What did the court decide?

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