Disposed

Baldor Electric India Private Limited Vs

Bombay HC1 Feb 2013CSD/42/2013

Case brief

AI extract

What is this about?

No orders were heard. The High Court dispensed with meetings of equity shareholders, preference shareholders, and creditors of the applicant company for an amalgamation scheme, relying on annexed consents. The Court clarified that the scheme's modification power is subject to High Court approval under Section 392.

What did the court decide?

Dispensed with convening meetings for shareholders and creditors; clarified modification power requires High Court approval.

Baldor Electric India Private Limited Vs — Company and Corporate | Bombay HC (2013)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 42 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 Sections 391 to 394 of the Companies Act, 1956 (I of 1956);

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AND

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In the matter of Baldor Electric India Private Limited;

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AND

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In the matter of the Scheme of Amalgamation of Baldor Electric India (Transferor Company) Private Limited with ABB Limited (Transferee Company).

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Baldor Electric India Private Limited, a company	)
incorporated under the Companies Act, 1956	)
having its registered office at 518, 5^thfloor	)
Siddharth Towers, CTS No. 421(1), survey No. 12,	)
Kothrud, Pune 411 038.	) ...Applicant Company

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Called for Summons for Direction

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Sr. Counsel Mr. Shyam Mehta i/b Mr. Kunal Damle, Advocate for Applicant Company.

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Coram: N.M. Jamdar, J Dated: 1^st 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 a Summons for Direction and upon hearing Advocate Mr. Ankit Lohia, i/b Mr. Kunal Damle, Advocate for the Applicant Company, and upon reading the Affidavit dated 27^th November, 2012 of Mr. B Gururaj, Director of the Applicant Company, in Support of the Summons for Direction and the Exhibits therein referred to, the following order is passed:

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That the convening and holding of the meeting of the equity shareholders of the Applicant Company, for the purpose of considering and, if thought fit, to approve with or without modification(s), the proposed scheme of amalgamation between Baldor Electric India Private Limited, the Transferor Company and ABB Limited, the Transferee Company, is dispensed with, in view of the consents given by all the equity shareholders of the Applicant Company, which are annexed and marked

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as Exhibits “L2” and “L4” to the Affidavit in support of the Summons for Direction.

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That the convening and holding of the meeting of the preference shareholder of the Applicant Company, for the purpose of considering and, if thought fit, to approve with or without modification(s), the proposed scheme of amalgamation between Baldor Electric India Private Limited, the Transferor Company and ABB Limited, the Transferee Company, is dispensed with, in view of the consent given by the preference shareholder of the Applicant Company, which is annexed and marked as Exhibit “L3” to the Affidavit in support of the Summons for Direction.

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That there are no Secured Creditors of the Applicant Company as stated in paragraph 28 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise.

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That the convening and holding of the meeting of the unsecured creditors of the Applicant Company, for the purpose of considering and, if thought fit, to approve with or without modification(s), the proposed scheme of amalgamation between Baldor Electric India Private Limited, Transferor Company

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and ABB Limited, the Transferee Company, is dispensed with, in view of the consent given by all the unsecured creditors of the Applicant Company, which are annexed and marked as “Exhibit M1 to M7” to the Affidavit in support of the Summons for Direction.

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Clause 16.1 of the Scheme gives power to the shareholders and creditors of the Transferor Company and the Transferee Company: to modify any part of the Scheme. The learned Counsel for the Applicant Company states that such power is always subject to the approval of the Court. However, since the clause specifically refers to the power of the shareholders and creditors of the Transferor Company and the Transferee Company which is not inconsonance with Section 392 of the Companies Act, 1956, it is clarified that the power vested under clause 16.1 of the Scheme will be subject to the approval of the High Court.

Baldor Electric India Private Limited Vs

Case brief

What is this about?

What did the court decide?

Baldor Electric India Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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