Allowed

Oakwoods Hospitaliyprivate Limted v. Oakwoods Hopitality Private Limited

Bombay HC19 Oct 2013CSD/687/2013

Case brief

AI extract

What is this about?

The Bombay High Court dispensed with the requirement to convene meetings of equity shareholders, secured creditors, and unsecured creditors for a proposed scheme of amalgamation under Sections 391-394 of the Companies Act, 1956, accepting consents and undertakings to notify creditors.

What did the court decide?

Order dispensing with meetings of shareholders and creditors and separate petition for transferee, accepting undertakings to notify creditors and publish notices.

Oakwoods Hospitaliyprivate Limted Vs Oakwoods Hopitality… — 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 687 OF 2013

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In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Oakwoods Hospitality Private Limited with Kolte-Patil Developers Limited Oakwoods Hospitality Private Limited, a Company } Incorporated under the provisions of Companies Act, } 1956 having its registered office at2^nd Floor, City Point, } Dhole Patil Road, Pune – 411 001. } …..Applicant

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Called Summons for Direction

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Mr. Hemant Sethi i/b. M/s Hemant Sethi & Co., for Applicant

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Coram: N M Jamdar, J. Date: 19^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 Directions AND UPON HEARING Mr. Hemant Sethi instructed by M/s. Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21^st September, 2013 of Mr. Vinod Patil, Authorised signatory of the Applicant Company, in support of Summons for Directions and the Exhibits referred therein, IT IS ORDERED:

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1.That convening and holding of the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Am-

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algamation of Oakwoods Hospitality Private Limited with Kolte-Patil Developers Limited is dispensed with in view of consents given by all the two Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘J1’ and J’2’ to the Affidavit in support of Company Summons for Direction.

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2.That convening and holding of the meeting of Secured Creditor of the Applicant Company, for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation of Oakwoods Hospitality Private Limited with KoltePatil Developers Limited is dispensed with in view of averments made in paragraph 9 of the Affidavit in support of Company Summons for Direction and that the A etition by R.P.A.D to its sole Secured Creditor and also undertakes to publish the notice of hearing of Petition in two local newspapers i.e. ‘Indian Express’, in English language and translation thereof in ‘Loksatta’ in Marathi language, both having circulation in Pune. The said undertaking is accepted.

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3.That convening and holding of the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation of Oakwoods Hospitality Private Limited with KoltePatil Developers Limited is dispensed with in view of averments made in paragraph 10 of the Affidavit in support of Company Summons for Direction and that the Applicant Company undertakes to issue individual notices of hearing of the Petition by R.P.A.D to all its Unsecured Creditors and also undertakes to publish the notice of hearing of Petition in two local newspapers i.e. ‘Indian Express’, in English language and translation thereof in ‘Loksatta’ in Marathi language, both having circulation in Pune. The said undertaking is accepted.

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4.The Counsel for the Applicant Company submits that the National Stock Exchange of India by their letter dated 5^th September 2013 and BSE Limited by their letter dated 10^th September 2013 have given their no objection to the proposed Scheme .

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5.That filing of separate Company Summons for Direction and Company Scheme Petition under Section 391 and 394 of the Companies Act,1956 by Kolte-Patil Developers Limited, the Transferee Company is dispensed with in view of averments made in paragraph 11 to 14 of the Affidavit in support of Company Summons for Direction inter-alia stating that the Transferor Company is 100% wholly owned subsidiary of the Transferee Company and no new shares are being issued by the Transferee Company, in view of observations made in Mahaamba Investment Ltd verses IDI Limited (2001) 105 Co cases page 16 to 18.

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(N.M JAMDAR, J)

Oakwoods Hospitaliyprivate Limted v. Oakwoods Hopitality Private Limited

Case brief

What is this about?

What did the court decide?

Oakwoods Hospitaliyprivate Limted v. Oakwoods Hopitality Private Limited

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Cases cited

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Coram

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