Disposed

Laxmi Dia Jewel Private Limited Vs

Bombay HC3 Feb 2012CSD/75/2012

Case brief

AI extract

What is this about?

In a company summons, the High Court dispensed with a shareholder meeting due to prior consents and ordered the Applicant Company to convene meetings for secured and unsecured creditors to approve a scheme of amalgamation, specifying notice periods, advertisement requirements, and meeting procedures under the Companies Act, 1956 and related Rules.

What did the court decide?

Directions issued to convene meetings of secured and unsecured creditors to approve the amalgamation scheme, dispensing with shareholder meeting, specifying notices and advertisements.

Laxmi Dia Jewel Private 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.75 OF 2012

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

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In the matter of Section 391 to 394 of the Companies Act, 1956;

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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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Laxmi Dia Jewel Private Limited, ) a Company incorporated under the ) Companies Act, 1956, having its ) Registered Office at Plot No.4, BMC ) Industrial Estate, Sai Nagar, ) M.G.Cross Road No.1, Kandivali(W), ) Mumbai – 400 067 ) … 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 : 3^rd February, 2012

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Mr. Dhiren Akbari, Advocates 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 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/Transferee 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 Transferor Company with Laxmi Dia Jewel Private Limited, the Applicant / Transferee Company is dispensed with in view of the consents given by all Equity Shareholders of the Applicant/Transferee Company which are annexed as Exhibits “F-1” to “F-8” to the Affidavit in support of Summons for Directions.

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(2) That a meeting of the Secured Creditors of the Applicant/Transferee 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 day of February, 2012 at 3:00 p.m., for the purpose of considering and, if thought fit, approving, with or without modification, the

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proposed Scheme of Amalgamation of Shree Laxmi Infosolutions & Jewellery Limited, the Transferor Company with Laxmi Dia Jewel Private Limited, the Applicant/ Transferee Company.

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(3) That a meeting of the Unsecured Creditors of the Applicant/Transferee 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 day of February, 2012 at 3:30 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 Transferor Company with Laxmi Dia Jewel Private Limited, the Applicant/ Transferee Company.

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(4) That at least 21 clear days before the meeting of the Secured and Unsecured Creditors of the Applicant/Transferee Company is to be held as aforesaid, an advertisement convening the said meetings of Secured and Unsecured creditors of the Applicant/Transferee 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/Transferee Company as aforesaid and/or at the office of its advocates Dhiren Akbari,

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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 paper viz, ‘The Free 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/Transferee 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/Transferee Company undertakes to:

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i. issue Notice convening meeting of the Secured and Unsecured Creditors of the Applicant/Transferee 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/Transferee Company, failing him, Mr. Ashok Gajera, Director of the Applicant/Transferee Company is appointed as the Chairman for the above meetings of the Secured and Unsecured Creditors of the Applicant/Transferee 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 3:00 p.m. and 3:30 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

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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/Transferee Company shall be 2 Secured Creditors present in person or by proxy or through authorised representative.

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

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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/Transferee Company at its registered office at Plot No.4, BMC Industrial Estate, Sai Nagar, M. G. Cross Road No.1, Kandivali (W), Mumbai – 400 067 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 of the Applicant/Transferee Company shall be in accordance with the books of the Applicant/Transferee 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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Laxmi Dia Jewel Private Limited Vs

Case brief

What is this about?

What did the court decide?

Laxmi Dia Jewel Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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