Disposed

Morarjee Holdings Private Limited Vs

Bombay HC17 Feb 2012CSD/136/2012

Case brief

AI extract

What is this about?

The Bombay High Court dispensed with the requirement to convene meetings of equity shareholders, unsecured creditors, and secured creditors for approval of a composite scheme of arrangement and amalgamation. The court relied on consents given by shareholders and creditors attached to the affidavit.

What did the court decide?

Convening and holding of meetings of equity shareholders, unsecured creditors, and secured creditors is dispensed with.

Morarjee Holdings Private Limited Vs — Specific Performance | 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. 136 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

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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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MORARJEE HOLDINGS PRIVATE ) 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 the convening and holding of the meeting of the Equity Shareholders of the Applicant/ Transferor 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 Resulting / Transferee Company and Morarjee Holdings Private Limited, the Applicant / Transferor Company and their respective shareholders is dispensed with in view of the consents given by both the Equity shareholders of the Applicant Company, which are annexed as Exhibits “ D1 ” and “ D2 ” to the Affidavit of the Applicant Company in support of the Summons for Direction.

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THAT there are no Secured Creditors in the Applicant Company, as stated in paragraph 11 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 the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve 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 Applicant / Transferor

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Company and their respective shareholders is dispensed with in view of the consent given by both the Unsecured Creditors of the Applicant Company which are annexed as Exhibits “F1” to “F2” to the Affidavit in support of Summons for Direction.

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(S. J. Kathawalla, J.)

Morarjee Holdings Private Limited Vs

Case brief

What is this about?

What did the court decide?

Morarjee Holdings Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

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