Disposed

Conservation Corporation of India Private Limited. v. -------------------------------------

Bombay HC15 Feb 2013CSD/156/2013

Case brief

AI extract

What is this about?

The Court dispensed with convening meetings of equity shareholders and creditors, and omitted the requirement to file a separate scheme petition, regarding a wholly-owned subsidiary amalgamation that did not involve share capital reorganization.

What did the court decide?

Convening of shareholders' and creditors' meetings dispensed with; filing of separate scheme petition dispensed with.

Conservation Corporation of India Private Limited. Vs… — Specific Performance | Bombay HC (2013)

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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.156 OF 2013

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In the matter of Companies Act, 1956

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And

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In the matter of Application under Sec 391 & 394 of the Companies Act, 1 of 1956

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And

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In the matter of “CONSERVATION CORPORATION OF INDIA PRIVATE LIMITED", a Company incorporated under the

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Companies Act, 1956

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and

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In the matter of Scheme of Amalgamation of “BANDHAVGARH WILDERNESS PRIVATE

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LIMITED” (Amalgamating/Transf eror Company)

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And

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“ADVENTURE LODGES INDIA PRIVATE

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LIMITED" (Amalgamating/Transf eror Company)

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And

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“KANHA WILDERNESS PRIVATE LIMITED” (Amalgamating/ Transferor Company)

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And

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“KAZIRANGA WILDERNESS PRIVATE LIMITED ” (Amalgamating/Transferor Company)

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With

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“CONSERVATION CORPORATION OF INDIA PRIVATE LIMITED” (Amalgamated/ Transferee Company)

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CONSERVATION CORPORATION OF ) INDIA PRIVATE LIMITED ) a Company incorporated under the ) Companies Act 1956 having ) its registered office at 881/888, ) Atlanta, 8^th Floor, 209, Nariman Point, ) Mumbai – 400021, Maharashtra, India. ) ....… Applicant

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Called Summons for Direction

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Mr. Ravi Rattesar, i/b D. M. Harish & Company Advocate for Applicant/ Transferee Company.

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Coram: N. M. JAMDAR J.

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Dated: 15^th February, 2013

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M I N U T E S O F O R D E R

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UPON the Application of the Applicant Company above named by the Company Summons for Direction AND UPON HEARING Mr. Ravi S. Rattesar, Counsel, instructed by D. M. Harish & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 30^th October, 2012 of Mr. N.K Shah, President of the Company, in support of Summons for Direction along with the Exhibits therein referred to, IT IS ORDERED THAT:

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The convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of “Bandhavgarh Wilderness Private Limited” (Amalgamating/ Transferor Company), “Adventure Lodges India Private Limited” (Amalgamating/Transferor Company), “Kanha Wilderness Private Limited” (Amalgamating/Transferor Company) and “Kaziranga Wilderness Private Limited” (Amalgamating/ Transferor Company) with “Conservation Corporation Of India Private Limited” (Amalgamated/Transferee Company), is dispensed with in view of the averments made in paragraph 14 of the Affidavit in support of the Company Summons for Direction, inter alia, stating that the Transferor Companies are wholly owned subsidiaries of the Applicant Company and that the present Scheme does not affect rights of the members of the Applicant Company and does not involve a reorganization of the share capital.

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There are no secured and unsecured creditors of the Applicant Company as mentioned in Para 14 (A) of the Affidavit in Support of Company Summons for Direction. Hence, question of conveying and holding meeting of Secured and unsecured creditors does not arise. However, the Applicant has positive net worth as per certificate given by Chartered Accountant annexed as Exhibit-“I” to the Affidavit in Support of Company Summons for Direction.

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The filing of Company Scheme Petition of the Transferee Company being M/s “Conservation Corporation Of India Private Limited” seeking sanction to the proposed Scheme of Amalgamation of “Bandhavgarh Wilderness Private Limited” (Amalgamating/ Transferor Company), “Adventure Lodges India Private Limited” (Amalgamating/Transferor Company), “Kanha Wilderness Private Limited” (Amalgamating/Transferor Company) and “Kaziranga Wilderness Private Limited” (Amalgamating/Transferor Company) with “Conservation Corporation Of India Private Limited” (Amalgamated/ Transferee Company), is dispensed with in view of the averments made in paragraph No. 14 of the Affidavit in support of the Company Summons for Direction, and in view of the judgement and observations of this Court in Mahaamba Investments Limited vs. IDI Limited [(2001) 105 Company Cases 16 Bombay] and does not involve a reorganization of Share Capital.

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(N. M. JAMDAR, J.)

Conservation Corporation of India Private Limited. v. -------------------------------------

Case brief

What is this about?

What did the court decide?

Conservation Corporation of India Private Limited. v. -------------------------------------

Case brief

What is this about?

What did the court decide?

What the court decided

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