Disposed

Gcorp Properties Pvt.Ltd. v. --

Bombay HC4 Oct 2013CSD/664/2013

Case brief

AI extract

What is this about?

The High Court of Bombay, in a Summons for Direction proceeding, dispensed with the need to convene general meetings of equity shareholders, preference shareholders, and creditors to approve a proposed scheme of arrangement. This was done in view of written consents from all relevant stakeholders and accepted undertakings by the applicant company to provide alternative notice mechanisms to unsecur

What the court decided

AI extract

Gcorp Properties Pvt.Ltd. 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. 664 OF 2013

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

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AND

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In the matter of Sections 391 to 394 Read With Sections 100 T0 103 of the Companies Act, 1956;

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AND

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In the matter of G:Corp Properties Private Limited;

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AND

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In the matter of Scheme of Arrangement between G:Corp Properties Private Limited and G: Corp Developers Private Limited and their respective Shareholders.

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G:Corp Properties Private Limited, a ) company incorporated under the ) Companies Act, 1956 and having its ) registered office at 406/407, 4^th Floor, ) Trade World, ‘B’ Wing, Lower Parel, ) Mumbai - 13, Maharashtra ) …. Applicant Company

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Called Summons for Direction

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Mr. Harshad Gada, i/b Desai Desai Carrimjee & Mulla, for Applicant Company

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Coram: N. M. Jamdar, J.

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Date: 4^th October, 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. Harshad Gada, instructed by Desai Desai Carrimjee & Mulla., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 19^th August, 2013 of Mr. Harmohan Sahni, Joint Managing Director of the Applicant Company, in support of Summons for Direction and the exhibits referred to therein, IT IS ORDERED :

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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, for approving with or without modification the proposed Scheme of Arrangement between G:Corp Properties Private Limited, G: Corp Developers Private Limited and their respective Shareholders, is dispensed with in view of the consent letters given by all the ten Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘G-1’ to ‘G-10” to the Affidavit in support of the Summons for Directions.

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That the convening and holding of the meeting of the 14.5 % Class – A Cumulative Preference Shareholders of the Applicant Company for the purpose of considering, and if thought fit, for approving with or without modification the proposed Scheme of Arrangement between G:Corp Properties Private Limited, G: Corp Developers Private Limited and their respective Shareholders, is dispensed with in view of the consent letters given by all the six 14.5% Class – A Cumulative Preference Shareholders of the

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Applicant Company, which are annexed as Exhibit ‘I-1’ to ‘I-6” to the Affidavit in support of the Summons for Directions.

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That the convening and holding of the meeting of the 14.5 % Class – B Cumulative Preference Shareholders of the Applicant Company for the purpose of considering, and if thought fit, for approving with or without modification the proposed Scheme of Arrangement between G:Corp Properties Private Limited, G: Corp Developers Private Limited and their respective Shareholders, is dispensed with in view of the consent letters given by all the six 14.5% Class – B Cumulative Preference Shareholders of the Applicant Company, which are annexed as Exhibit ‘K-1’ to ‘K-6” to the Affidavit in support of the Summons for Directions.

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That convening and holding the meeting of the Secured Creditor of the Applicant Company, for the purpose of considering, and if thought fit, for approving with or without modification the proposed Scheme of Arrangement between the G:Corp Properties Private Limited, G: Corp Developers Private Limited and their respective Shareholders, is dispensed with in view of the averment made in paragraph 24 of the Affidavit in Support of the Summons for Directions that the Applicant Company undertakes to issue individual notice of hearing of the petition by R.PA.D. to all its Secured Creditors in spite of the consent given by Secured Creditor which is signed by authorised signatory and annexed as Exhibit – L to the Affidavit in support to the Summons for Directions which

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is under office objection and also to publish the same in two local newspapers i.e. Free Press Journal, in English language and translation thereof in ‘Navshakti’ in Marathi language, both having circulation in Mumbai. The said undertaking is accepted.

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That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider, and if thought fit, for approving with or without modifications, the proposed Scheme of Arrangement between G:Corp Properties Private Limited, G: Corp Developers Private Limited and their respective shareholders, be dispensed with in view of the averment made in para 25 of the Affidavit in support of the Summons for Directions inter alia stating that the rights of the Unsecured Creditors of the Applicant Company will not be affected adversely with the proposed Scheme of Arrangement as post demerger the assets of the Applicant Company will be sufficient to discharge the liabilities of the Unsecured Creditors and that the Applicant Company undertakes to issue individual notice of the hearing of the petition by R.P.A.D. to all the Unsecured Creditors and also publish the same in two newspapers viz. ‘The Free Press Journal’ in English language and the translation thereof in ‘Navshakti’, in Marathi Language, both having circulation in Mumbai. The said undertaking is accepted.

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(N. M. Jamdar, J.)

Gcorp Properties Pvt.Ltd. v. --

Case brief

What is this about?

What the court decided

Gcorp Properties Pvt.Ltd. v. --

Case brief

What is this about?

What the court decided

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