Remanded

Santoshima Tradelinks Limited Vs

Bombay HC8 Oct 2012CSD/747/2012

Case brief

AI extract

What is this about?

The Court issued directions for convening a shareholders' meeting to consider a Scheme of Amalgamation under the Companies Act, 1956. The Court dispensed with the requirement to obtain the Company Registrar's approval for notices and the separate meeting of unsecured creditors due to their consent.

What did the court decide?

Directions were issued for convening a shareholders' meeting, while dispensing with the Company Registrar's approval of formalities and the meeting of unsecured creditors.

Santoshima Tradelinks Limited Vs — Specific Performance | Bombay HC (2012)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION (L) NO.707 OF 2012

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In the matter of the Companies Act, 1956

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AND

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In the matter of application under Sections 391 to 394 read with Section 78, 100 to 103 of the Companies Act, 1956

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AND

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In the matter of Santoshima Tradelinks Limited a company incorporated under the provisions of the Companies Act, 1956

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AND

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In the matter of Scheme of Amalgamation

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BETWEEN

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Santoshima Tradelinks Limited

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… First Transferor Company AND

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Conart Trader’s Limited

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… Second Transferor Company AND

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Sunrise Asian Limited

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…Transferee Company

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Santoshima Tradelinks Limited a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 205A, Kapadia Chamber, 599, J.S.S Road, Mumbai-400002

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… Applicant / First Transferor Company

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Called Summons for Direction

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Coram: Anoop V. Mohta, J.

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Dated: 8^th October, 2012

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Mr. H.N. Thakore a/w Mr. Rizvi Nasir Ali i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant

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MINUTES OF THE ORDER

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UPON the application of Santoshima Tradelinks Limited, the Applicant abovenamed by a Summons for Direction AND UPON HEARING Mr. Rizvi Nasir Ali, instructed by Thakore Jariwala & Associates, Advocates for the Applicant Company and UPON READING the Affidavit dated 14^th September, 2012 of Mr. Rajesh Shah, Director of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED:-

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That a meeting of the Equity Shareholders of the Applicant / First Transferor company be convened and held, at Russi Mehta Hall, RTO Lane, Near Tulsiwadi Post Office, Tardeo, Mumbai - 400 034 on Friday, the 9^th November, 2012 at 12.30 p.m. for the purpose of considering and, if thought fit, to approve, with or without modification(s), the Scheme of Amalgamation of Santoshima Tradelinks Limited, First Transferor Company and Conart Trader’s Limited, Second Transferor Company with Sunrise Asian Limited, Transferee Company.

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That at least 21 (twenty one) clear days before the meeting to be held as aforesaid, Notices convening the said meeting indicating the day, the date, the place and the time as aforesaid, together with a copy of the Scheme of Amalgamation of Santoshima Tradelinks Limited, First Transferor Company and Conart Trader’s Limited, Second Transferor Company with Sunrise Asian Limited, Transferee Company shall be sent by under Speed Post / R.P.A.D / Courier/ hand delivery, addressed to each of the Equity Shareholders of the Applicant / First Transferor Company at their respective registered or last known address.

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That, in addition, at least 21 (twenty one) clear days before the meeting to be held as aforesaid, Notices convening the said meeting indicating the day, the date, and the place and the time as aforesaid, be published, stating that copies of the Scheme of Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and Form of Proxy can be obtained free of charge from the Registered Office of the Applicant / First Transferor Company as aforesaid and / or at its Advocates office at 111 -114, Vardhaman Chambers, 17 – G, Cawasji Patel Street, Fort, Mumbai 400 001, one each in Free Press Journal in English language (Mumbai - Edition) and Navshakti in Marathi language (Mumbai Edition). The Publication in the Maharashtra Government Gazette is dispensed with.

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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 Company undertakes to :-

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(a) issue Notice convening meeting of the Equity Shareholders as per Form No.36 (Rule 73)

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(b) issue form of proxy as per Form No.37 (Rule 73)

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(d) issue statement containing all the particulars as per Section 393 of the Companies Act, 1956.

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The undertaking is accepted.

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Mr. Rajesh Shah Director of the Company, and failing him Mr. Dinesh Shah Director of the Company, and failing him Mr. Nilesh Chauhan Director of the Company, shall be the Chairman of the aforesaid meeting to be held on Friday, the 9th day of November, 2012 or at any adjournment/ adjournments thereof.

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That the chairman appointed for the aforesaid meeting do issue advertisements and send out notices of the said meeting referred to above. It is further directed that the Chairman of the meeting shall have all powers as per the Articles of Association and also under the Companies (Court) Rules, 1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjournment or adjournments thereof or on any other matter including the amendments) to the Scheme of Amalgamation or resolutions if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll.

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

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That the voting by Proxy/ authorised representative is permitted provided that the Proxy / Authorisation, in the prescribed form duly signed by the persons entitled to attend and vote at the meeting is filed at the Registered Office of the Applicant/ First Transferor Company situated 205A, Kapadia Chamber, 599, J.S.S Road, Mumbai-400002 not later than 48 hours before the time fixed for the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959.

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That the number of shares held by each shareholder shall be in accordance with the record/books/register of the Applicant Company and where the entries in the books/register are disputed, the Chairman of the meeting shall determine the number for the purposes of the meeting and his decision in that behalf would be final.

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That the Chairman or the Company represented by its directors to file an Affidavit not less than 7 days before the date fixed for holding of the meeting and do report to this Court that the directions regarding the issue of notices and the advertisement have been duly complied with.

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And it is further ordered that the Chairman do report to this court the result of the said meeting within 30 days from the conclusion of the meeting and the said report shall be verified by his affidavit.

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There are no Secured Creditors of the Applicant / First Transferor Company, as stated in paragraph 35 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise.

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That convening and holding of the meeting of the Unsecured Creditors, of the Applicant / First Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the Scheme

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of Amalgamation of Santoshima Tradelinks Limited, First Transferor Company and Conart Trader’s Limited, Second Transferor Company with Sunrise Asian Limited, Transferee Company is dispensed with in view of the consents given by the Unsecured creditors of the Applicant Company, which are annexed as Exhibits “F-1’ to ’F- 3’ & ‘F-6’-‘F-10’ and ‘G -2’ to ‘G–6’ and ‘H- 1’ and ‘H- 2’ and ‘I – 1’ to ‘I – 14” to the Affidavit-in-support of the Summons for Directions and in view of the averments made in paragraph 36 of the said Affidavit. Further the Applicant Company undertakes to serve individual notice of hearing of petition by Registered Post A. D (RPAD) to the Unsecured creditors at Exhibits- ‘F-4’, ‘F-5’ & ‘G-1’ whose consent letters are under office objection and to publish the date of hearing of the Petition in two newspapers, one each in Free Press Journal in English language (Mumbai - Edition) and Navshakti in Marathi language (Mumbai Edition) which is circulated in Mumbai. The said undertaking is accepted.

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(Anoop V. Mohta, J.)

Santoshima Tradelinks Limited Vs

Case brief

What is this about?

What did the court decide?

Santoshima Tradelinks Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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