Disposed

Shree Laxmi Infosolutions and Jewellery Limited Vs

Bombay HC3 Feb 2012CSD/74/2012

Case brief

AI extract

What is this about?

The High Court dispensed with the shareholder meeting for a proposed scheme of amalgamation due to unanimous consent. Directions were issued to convene creditor meetings, appoint a chairman, regulate notice and quorum, and submit reports within 30 days.

What did the court decide?

Meeting of equity shareholders dispensed with; meetings of creditors to be convened; chairman appointed; directions issued regarding notice, advertisement, and procedural compliance.

Shree Laxmi Infosolutions and Jewellery 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.74 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 Section 391 to 394 of the Companies Act, 1956; AND

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In the matter of Scheme of Amalgamation of Shree Laxmi Infosolutions & Jewellery Limited WITH Laxmi Dia Jewel Private Limited

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Shree Laxmi Infosolutions & Jewellery Limited )

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A Company incorporated under the Companies ) Act, 1956, having its Registered Office at ) Unit No.20/24, SDF-I, SEEPZ, Andheri(E) ) Mumbai – 400 096 ) … Applicant Company

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Called For Summons for Direction

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Coram : S. J. Kathawalla, J Date : 3^rd February, 2012

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Mr. Dhiren Akbari, Advocate for the Applicant

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MINUTES OF THE ORDER

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UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Dhiren Akbari, Advocate for the Applicant Company, AND UPON READING the

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Affidavit dated 9^th January, 2012 of Mr. Mitesh Gajera, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:-

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(1) That a meeting of the Equity Shareholders of the Applicant/Transferor Company, for the purpose of considering and, if thought fit, approving with or without modification, the proposed Scheme of Amalgamation of Shree Laxmi Infosolutions & Jewellery Limited, the Applicant/Transferor Company with Laxmi Dia Jewel Private Limited, The Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant/Transferor Company which are annexed as Exhibits “D-1” to “D-8” to the Affidavit in support of the Summons for Directions.

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(2) That a meeting of the Secured Creditors of the Applicant /Transferor Company be convened and held at Plot No.4, BMC Industrial Estate, Sai Nagar, M.G.Cross Road No.1, Kandivali(W), Mumbai – 400 067 on Tuesday, the 28^th February, 2012 at 4:00 p.m., for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Shree Laxmi Infosolutions & Jewellery Limited, the Applicant/Transferor Company with Laxmi Dia Jewel Private Limited, the Transferee Company.

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(3) That a meeting of the Unsecured Creditors of the Applicant / Transferor Company be convened and held at Plot No.4, BMC Industrial Estate, Sai Nagar, M.G.Cross Road No.1, Kandivali(W), Mumbai – 400 067 on Tuesday, the 28^th February, 2012 at 4:30 p.m., for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Shree Laxmi Infosolutions & Jewellery Limited, the Applicant/Transferor Company with Laxmi Dia Jewel Private Limited, the Transferee Company.

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(4) That at least 21 clear days before the meetings of the Secured and Unsecured Creditors of the Applicant/Transferor Company to be held as aforesaid, an advertisement convening the said meetings of Secured and Unsecured creditors of the Applicant/Transferor Company, at the place and time aforesaid and stating that copies of the arrangement embodied in the Scheme of Amalgamation and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the registered office of the Applicant/Transferor Company as aforesaid and/or at the office of its Advocates Dhiren Akbari, No.4, 2^nd Floor, Bhavna Building, Above Diamond Market, Opp. Ramlila Maidan, Goshala Lane, Malad (E), Mumbai – 400 097, shall be published once each in two news papers, viz, ‘The Free

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Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. Publication of notice in the Maharashtra Government Gazette is dispensed with.

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(5) That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by speed post addressed to each of the Secured and Unsecured creditors of the Applicant/Transferor Company at their respective registered or last known addresses.

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(6) That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant/Transferor Company undertakes to:

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i. issue Notice convening meeting of the Secured and Unsecured Creditors of the Applicant/Transferor Company as per Form No. 36 (Rule 73)

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ii. advertise the Notices convening the meeting as per Form No. 38 (Rule 74)

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

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

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(7) That Mr. Mitesh Gajera, Director of the Applicant/Transferor Company, failing him, Mr. Ashok Gajera, Director of the Applicant/Transferor Company is appointed as the Chairman for the above meetings of the Secured and Unsecured Creditors of the Applicant/Transferor Company to be held at Plot No.4, BMC Industrial Estate, Sai Nagar, M.G.Cross Road No.1, Kandivali(W), Mumbai – 400 067 on Tuesday, the 28^th day of February 2012 at 4:00 p.m. and 4:30 p.m. respectively, or any adjournment or adjournments thereof.

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(8) That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting referred to above. He shall have all powers under the Articles of Association of the Company and under the Companies (Court) Rules, 1959 in relation to conduct of the meeting including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the Scheme of Amalgamation / Resolution, if any, proposed at the meeting by any person(s).

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(9) That quorum for the aforesaid meeting of the Secured Creditors of the Applicant Company shall be 2 Secured Creditors present in person or by proxy.

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(10) That quorum for the aforesaid meeting of the Unsecured Creditors of the Applicant Company shall be 2 Unsecured Creditors present in person or by proxy.

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(11) That voting by proxy / authorized representative be permitted, provided that a proxy in the prescribed form / authorized duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant/Transferor Company at its registered office at Unit No.20/24, SDF-I, SEEPZ, Andheri(E), Mumbai – 400 096 not later than 48 hours before the meetings, as provided under Rule 70 of the Companies (Court) Rules, 1959.

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(12) That the value of the Secured and Unsecured Creditors shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meetings.

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(13) That the Chairman appointed for the meetings to report to this Court the result of the said meetings within 30 days of the conclusion of the meetings and the said report shall be verified by his Affidavit.

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(S. J. Kathawalla, J.)

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Shree Laxmi Infosolutions and Jewellery Limited Vs

Case brief

What is this about?

What did the court decide?

Shree Laxmi Infosolutions and Jewellery Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

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Coram

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