Disposed

Five Star Mercantile Limited Vs

Bombay HC17 Feb 2012CSD/135/2012

Case brief

AI extract

What is this about?

The court dispensed with the need to convene meetings for equity, secured, and unsecured shareholders/creditors for a composite scheme of amalgamation due to unanimous consents and absence of creditors. It also exempted the scheme from section 101(2) formalities regarding share capital reduction.

What did the court decide?

Convening of meetings for equity, secured, and unsecured shareholders and the procedure under section 101(2) of the Companies Act, 1956 are dispensed with; applicant undertakes to pass a special resol

Five Star Mercantile Limited Vs — Insolvency and Bankruptcy | 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 135 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;

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AND In the matter of 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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FIVE STAR MERCANTILE ) 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 Company Summons for Direction for final hearing

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Coram: S. J. Kathawalla, J. 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 Mr. Kaushik Nath, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the exhibits referred to therein, IT IS ORDERED :

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That convening and holding of the meeting of the Equity 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 Demerged Company and Five Star Mercantile Limited, the Applicant / Resulting / Transferee Company and Morarjee Holdings Private Limited, the Transferor Company and their respective shareholders is dispensed with in view of the consents given by all the Equity shareholders of the Applicant Company, which are annexed as Exhibits “ J1 ” to “ J7 ” to the Affidavit support of the Summons for Direction.

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That there are no Secured Creditors in the Applicant Company, as stated in paragraph 12 of the Affidavit in support of Company Summons of Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise.

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That there are no Unsecured Creditors in the Applicant Company, as stated in paragraph 13 of the Affidavit in support of Company Summons of Direction. Hence, the question of convening and holding of the meeting of Unsecured Creditors does not arise.

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That in view of the averment made in paragraph 14 of the Affidavit in support of the Summons for Direction stating that the reduction of the Share Capital shall be effected as an integral part of the

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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.)

Five Star Mercantile Limited Vs

Case brief

What is this about?

What did the court decide?

Five Star Mercantile Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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Coram

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