Disposed

Poonawalla Financials Pvt.Ltd. v. --

Bombay HC1 Mar 2013CSD/208/2013

Case brief

AI extract

What is this about?

On a summons for direction, the Bombay High Court dispensed with convening meetings of equity shareholders, preference shareholders, and creditors to consider a Scheme of Arrangement, based on their unanimous consents. The court also dispensed with Section 101(2) procedures for re-classifying preference capital as it involved no payment or compromise with creditors. Court was Company Summons No. 2

What did the court decide?

Convening of shareholder and creditor meetings and compliance with Section 101(2) for re-classification were dispensed with.

Poonawalla Financials Pvt.Ltd. Vs -- — Insolvency and Bankruptcy | 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. 208 OF 2013.

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In the matter of the Companies Act 1 of 1956;

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AND

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In the matter of Section 391 to 394 read with Sections 100 to 105 of the Companies Act, 1956;

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AND

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In the matter of Scheme of Arrangement between POONAWALLA FINANCIALS PRIVATE LIMITED and its Shareholders & Creditors.

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POONAWALLA FINANCIALS ) PRIVATE LIMITED, a company ) incorporated under the Companies ) Act, 1956 having its registered office ) at 212/2, Off. Soli Poonawalla Road, ) …Applicant Company. Hadapsar, Pune – 411028, Maharashtra.

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Called for Summons for Direction

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Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b M/s. Rajesh Shah & Co., Advocate for the Applicant

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Coram: N. M. Jamdar, J.

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Date: 1^st March, 2013

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MINUTES OF THE ORDER

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UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 15^th day of February, 2013 of Mr. Deepak Manerikar, Authorised Signatory of the Applicant

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Company, in support of the Summons for Direction and the exhibit therein referred to, IT IS ORDERED:-

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That the 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 Arrangement embodied in the Scheme of Arrangement between ‘POONAWALLA FINANCIALS PRIVATE LIMITED’ and its Shareholders & Creditors is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which is annexed and marked as Exhibits “E-1” and “E-2” to the affidavit in support of the Summons for Direction.

¶18

That the convening and holding the meeting of the 6% Redeemable Non-Cumulative Preference Shareholder of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Arrangement embodied in the Scheme of Arrangement between ‘POONAWALLA FINANCIALS PRIVATE LIMITED’ and its Shareholders & Creditors is dispensed with in view of the consent given by the sole 6% Redeemable Non-Cumulative Preference Shareholder of the Applicant Company, which is annexed and marked as Exhibit “F-1” to the affidavit in support of the Summons for Direction.

¶19

That the convening and holding the meeting of the 4% Convertible Non-Cumulative Preference Shareholder of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without

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modification(s) the proposed Arrangement embodied in the Scheme of Arrangement between ‘POONAWALLA FINANCIALS PRIVATE LIMITED’ and its Shareholders & Creditors is dispensed with in view of the consent given by the sole 4% Convertible Non-Cumulative Preference Shareholder of the Applicant Company, which is annexed and marked as Exhibit “G-1” to the affidavit in support of the Summons for Direction.

¶21

There are no Secured Creditors of the Applicant Company as mentioned in para 14 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise.

¶22

That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Arrangement embodied in the Scheme of Arrangement between POONAWALLA FINANCIALS PRIVATE LIMITED and its Shareholders and Creditors is dispensed with in view of the consents given by the Unsecured creditors of the Applicant Company as on date, which are annexed and marked as Exhibits “H-1” to “H-13” to the affidavit in support of the Summons for Direction.

¶23

That the Applicant Company having passed the Special Resolution at the Extra Ordinary General Meeting of the Shareholders of the Applicant Company held on 12^th day of January, 2013 and in view of the averment made in paragraph 17 of the Affidavit in support of Summons for Direction,

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that the re-classification of the Preference Share Capital shall be effected as an integral part of the Scheme and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that it also does not involve any compromise or arrangement with any creditors of the Applicant Company, the provisions of and the procedure prescribed under section 101(2) of the Companies Act, 1956 is not required and is dispensed with.

Poonawalla Financials Pvt.Ltd. v. --

Case brief

What is this about?

What did the court decide?

Poonawalla Financials Pvt.Ltd. v. --

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

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