Disposed

Dakshin Media Gaming Solutions Private Limited Vs

Bombay HC11 Jan 2013CSD/2/2013

Case brief

AI extract

What is this about?

Single judge order dispensing with the convening of shareholder, secured creditor, and unsecured creditor meetings for a scheme of amalgamation under Sections 391-394 of the Companies Act, 1956, due to established consents and corporate holding structure.

What did the court decide?

Meeting of shareholders, secured creditors, and unsecured creditors dispensed with; separate petition for holding company dispensed with.

Dakshin Media Gaming Solutions Private Limited Vs — Company and Corporate | 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 2 OF 2013

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

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In the matter of Sections 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 Dakshin Media Gaming Solutions Private Limited (‘Transferor Company’)

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With

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Diligent Media Corporation Limited (‘Transferee Company’)

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And

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their respective Shareholders. ) DAKSHIN MEDIA GAMING SOLUTIONS PRIVATE ) LIMITED a company incorporated under the ) provisions of the Companies Act, 1956 and having its ) registered office at 135, Continental Building, Dr. ) Annie Besant Road, Worli, Mumbai – 400018. )……..Applicant Company

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Called for Summons for Direction

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Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate for the Applicant

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Coram: N.M. Jamdar,J.

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Date: 11^th January , 2013

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MINUTES OF ORDER

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UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the affidavit dated 7th December, 2012 of Mr. Subramanian, 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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That convening and holding 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 Dakshin Media Gaming Solutions Private Limited, ‘the Applicant / Transferor Company’ with Diligent Media Corporation Limited, ‘the Transferee 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 ‘H1’ and ‘H2’ to the Affidavit in support of the Summons for Direction.

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There are no Secured Creditors in the Applicant Company as stated in paragraph 15a of the Affidavit in support of Company Summons for Directions. Hence the question of convening and holding the meeting of the Secured Creditors does not arise.

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That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Dakshin Media Gaming Solutions Private Limited, the Transferor Company with Diligent Media Corporation Limited, the Transferee Company and their respective shareholders, is dispensed with in view of the averment made in paragraph (16) of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D upon all its Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English language and Navshakti, in Marathi language both having circulation in Mumbai. The said undertaking is accepted.

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That in view of the averments made in paragraphs (17) to (20) of the Affidavit in support of the Summons for Direction and the Transferee Company being 100% holding Company of the Applicant Company, the filing of a separate Company Summons for Direction and Company Scheme Petition by Diligent Media Corporation Limited, the Transferee Company is dispensed with.

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(N.M.Jamdar, J.)

Dakshin Media Gaming Solutions Private Limited Vs

Case brief

What is this about?

What did the court decide?

Dakshin Media Gaming Solutions Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Statutes considered

Parties & counsel

Coram

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