This single-judge order on a summons for direction disposed of objections to dispensing with shareholder and creditor meetings for a Companies Act scheme of arrangement. The court dispensed with meetings due to consents obtained and issues regarding claims dismissed.
Meeting of shareholders and creditors for approving the scheme of arrangement is dispensed with.
This page shows the compact analysis of this judgement. The full analysis — procedural history, issue-by-issue holdings with ratio and obiter, advocates, and paragraph-level evidence for every claim — is being added to the record in batches and will appear here when this judgement has been through it.
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY SUMMONS FOR DIRECTION NO. 607 OF 2013
IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956;
AND
In the matter of Bageecha Hotels Private Limited.
AND
In the matter of Scheme of Arrangement between Bageecha Hotels Private Limited(“the Demerged Company”) AND
Smart Hotels Private Limited (“the Resulting Company”)
And their respective shareholders and Creditors.
Bageecha Hotels Private Limited ) A Company incorporated under ) Provisions of the Company Act, 1956 ) And having its registered office at ) 13, Wilson Garden, Motilal Talera Marg, ) Pune – 411001. ) … Applicant
Called for Summons for Direction
Mr. Yogesh Adhia, Advocate for the Applicant Company
Coram :N.M.Jamdar, J
Date: 8th August, 2013
MINUTES OF THE ORDER
UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Yogesh Adhia, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 27th June 2013 and Additional Affidavit dated 22nd July 2013 of Mr. Harshad Talera, Director of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT:-
shareholders and creditors,is dispensed with in view of the averments made in paragraphs 14 of the affidavit dated 27th June 2013 in support of the Summons for Directions, inter alia, states that none of the rights of the creditors of either company are sought to be affected or modified. However, Learned Advocates further states that there is only one Secured Creditor, namely. SBI., which has given its consent to the proposed Scheme of Arrangement which and annexed as Exhibit “B1” to the said Additional Affidavit in support of the Company Summons for Directions.
&Anr. Against the Applicant Company, and the same is pending in this Hon’ble Court. The Applicant undertakes to abide by the order that may be passed in such proceedings. The Applicant Company states that the claim for the property tax is in respect of the property of the Applicant Company at Naylor Road, Pune, which is not a part of the Demerged Undertaking as defined in the Scheme of Arrangement, and thus the said property shall continue to be the property of the Applicant Company even after the sanction of the proposed Scheme of Arrangement by this Hon’ble Court.The Applicant Company, being a Demerged Company, will be in existence even after the sanction of the Scheme. The Claim of the Pune Municipal Corporation shall not be affected by the said Scheme. The Applicant Company has given undertaking in para3 (d) (iii) of the Additional Affidavit dated 22nd July 2013 to obtain consents of unsecured creditors of the Applicant Company, who are its employees and whose deposits are lying with the Applicant Company, at the time of filing of the Company Scheme Petition. The Applicant Company has undertaken in para 3 (d) (iv) of the Additional Affidavit dated 22nd July 2013, to adjust the balances out of the advances from customers against the Bills for stay of their customers in due course of its business, at the time of checking out. The Learned Advocate further states that certain other unsecured creditors of the Applicant have also given their consents to the proposed Scheme of Arrangement and the same are annexed at annexed at Exhibits “E-1” to “E-6” to the affidavit dated
27th June 2013 in support of the Company Summons for Directions and Exhibits “D1”, “D2”, “E1” and “F1” to the said additional affidavit in support of the Company Summons for Directions. The Applicant Company undertakes to issue individual notice of hearing to all the remaining unsecured creditors, who have not given their consents, including Pune Municipal Corporation, and also undertakes to give notice of hearing of Petition to its employees if the Applicant Company is unable to obtain consents at the time of filing of the Company Scheme Petition, and also to publish the public notice of the hearing of the Petition in two newspaper namely ”Sakal Times” in English Language and translation thereof in Marathi language in “Loksatta”, both having Circulation in Pune. All the undertakings are accepted.
2 issues framed by the court
Whether meetings of equity shareholders, secured creditors, and unsecured creditors can be dispensed with for approving a scheme of arrangement.
Whether the proposed scheme affects the rights of creditors regarding property tax claims and employee deposits.
1 provisions across 1 enactments
Bageecha Hotels Private Limited
N.M. Jamdar
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
