Disposed

Shingar Limited v. ---------

Bombay HC24 Jan 2013CSD/55/2013

Case brief

AI extract

What is this about?

This court issued directions to the applicant company to convene meetings of equity shareholders and unsecured creditors on March 16, 2013, to consider a proposed scheme of amalgamation. The court dispens ed with gazette publication, Registrar's approval of forms, and meeting of secured creditors.

What did the court decide?

Directions issued to convene meetings of equity shareholders and unsecured creditors on March 16, 2013, to consider a scheme of amalgamation, with dispensation from certain procedural formalities.

Shingar Limited Vs --------- — Specific Performance | Bombay HC (2013)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SUMMONS FOR DIRECTION NO.55 OF 2013

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In thematterof the CompaniesAct,1956; AND
In the matter of Sections 391 and 394 of the CompaniesAct,1956 AND
In thematterofShingar Limited AND
In the matter of Shingar Cosmetic Private
Limited having its Registered Office at
Kalpataru, 71 Nutan Laxmi Society, N.S.
Road No 9, Juhu Scheme , Vile Parle (W), Mumbai – 400 049 And
In the matter of Shingar Limited having
its Registered office at Gala No. 8 Mahavir
Industrial Estate, Somnath Daman, Dman and Diu- 396 210 And
In the matter of the Scheme of
Amalgamation of Shingar Cosmetic PrivateLimitedwithShingar Limited.

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Shingar Limited ) A company registered under the ) Companies Act, 1956 and ) having its registered office at ) Gala No. 8, Mahavir Industrial Estate, ) Somnath, Daman – 396 210 )… Applicant

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Called for Summons for Direction

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Mr. Darshan Ashar i/b Sanjay Udeshi & Co, Advocate(s) for Applicant.

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Coram: N.M. Jamdar J, Dated: 24^th January, 2013

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MINUTES OF ORDER

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Upon the application of the above-named Applicant Company by a Summons for Direction AND upon hearing Shri Darshan Ashar, Advocate for the Applicant AND upon reading the Affidavit dated 02^nd day of November, 2013 of Mr. Rajkumar Bhatia, the Company Secretary of the

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Applicant Company in support of the Summons for Direction, and the Exhibits therein referred to (Exhibit H being a copy of the Scheme of Arrangement), IT IS ORDERED:

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(1) That a meeting of the Equity Shareholders of the Applicant Company shall be convened and held at Gala No. 8, Mahavir Industrial Estate, Somnath, Daman – 396 210 on Saturday, the 16^th day of March, 2013, at 11.30 A.M., for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Shingar Cosmetic Private Limited with Shingar Limited.;

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(2) That a separate meeting of the Unsecured Creditors of the Applicant Company shall be convened and held at Gala No. 8, Mahavir Industrial Estate, Somnath, Daman – 396 210 on Saturday, the 16^th day of March, 2013, at 1.30 P.M., for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Shingar Cosmetic Private Limited with Shingar Limited;

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(3)That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting, indicating the day, the date, the place and time as aforesaid, together with copy of the Scheme of Amalgamation, copy of Explanatory Statement as required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by R.P.A.D. or hand delivery, addressed to each

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of the Equity Shareholders and Unsecured Creditors of the Applicant Company at their registered address or their last known address.

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(4)That at least 21 clear days before the meeting to be held as aforesaid, notices convening the said meetings indicating the day, the date and the place and time as aforesaid be published, stating that the copies of the Scheme of Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge from the registered office of the Applicant Company as aforesaid and/or at its Advocates office at 402-B, Vikas Building, Top Floor, N.G.N. Vaidya Road, Fort, Mumbai400001, one each in ‘Free Press Journal’ in English language and translation thereof in ‘Navshakti’ in Marathi language having circulation in Mumbai.

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(5)That the Publication of date of holding meeting of equity shareholders and Unsecured Creditors of the Applicant Company in Maharashtra Government Gazette is dispensed with.

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(6)That settling and approving of the form of advertisement, form of proxy, the form of notice and 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.

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The Applicant Company undertakes to:-

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a) advertise the Notice convening meeting as per Form No. 38 (Rule74);

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b) issue Notice convening meeting of the equity shareholders and Unsecured creditors as per Form No. 36 (Rule 73);

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c) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956;

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d) issue Form of Proxy as per Form No. 37 (Rule 73). The said Undertaking is accepted.

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(7) That Mr. Rajiv Bhatt, Director of the Applicant Company and in his absence Mr. Hemant Topiwala, Managing Director of the Applicant Company shall be the Chairman of the meeting of the equity shareholders and unsecured creditors to be held at Gala No. 8, Mahavir Industrial Estate, Somnath, Daman – 396 210 on 16^th March, 2013 at 11:30 a.m. and 1:30 p.m. respectively or at any adjournment or adjournments thereof.

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(8) That the Chairman appointed for the aforesaid meeting do issue advertisements and send out notices of the said meetings referred to above. It is further directed that the Chairman of the meetings shall have all powers as per the Companies Act, 1956 and also under the Companies (Court) Rules, 1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjournment or adjournments thereof or on any other matter including the amendment(s) to the Scheme of Amalgamation or resolution if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll.

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(9)That the quorum for the said meeting be fixed as five (5) Equity Shareholders present in person.

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(10)That the quorum for the said meeting be fixed as five (5) Unsecured Creditors present in person.

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(11)That the voting by proxy and Authorised Representative is permitted provided that proxy in the prescribed form and authorization duly signed by the person entitled to attend and vote at the aforesaid meeting or by his Authorised Representative, is filed with the Applicant Company at its Registered office at Gala No. 8, Mahavir Industrial Estate, Somnath, Daman-396210 not later than 48 hours before the said meeting as required under Rule 70(2) of the Companies (Court) Rules, 1959.

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(12)That the number and value of the vote held by each shareholder and creditor shall be in accordance with the record or register of the Applicant Company and where the entries in the register are disputed, the Chairman of the meeting shall determine the number and value for the purposes of the meeting and his decision in that behalf would be final.

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(13)That the Chairman to file an Affidavit not less than 7 days before the date fixed for the holding of the meeting and do report to this Court

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that the directions regarding the issue of notices and the advertisement have been duly complied with.

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(14)That the Chairman do report to this Court, the result of the said meeting within 30 days of the conclusion of the meeting and the said Report shall be verified by an affidavit.

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(15)That conveying and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering, with or without modification(s), the Scheme of Amalgamation of Shingar Cosmetics Private limited with Shingar Limited is dispensed with in view of the consents in writing given by one secured Creditors of the Applicant Company, which is annexed as Exhibit J to the Affidavit in support of Summons for Direction and the Applicant undertakes to obtain the consents of the remaining secured Creditors at the time of filing the Company Scheme Petition failing which undertakes to issue individual Notice of the date of hearing of the Company Scheme Petition by R.P.A.D. to all its remaining secured Creditor or undertakes and also to publish the same in two local news papers i.e. Free Press Journal in English and translation thereof in Navshakti in Marathi both having circulation in Mumbai. The said undertaking is accepted.

Shingar Limited v. ---------

Case brief

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Shingar Limited v. ---------

Case brief

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