Allowed

Essel Publishers Private Limited v. Zee Media Corporationlimited

Bombay HC19 Oct 2013CSD/693/2013

Case brief

AI extract

What is this about?

In a company summons for direction under Sections 391-394 of the Companies Act, 1956, the Bombay High Court dispensed with meetings of equity shareholders, secured creditors, and unsecured creditors for the proposed amalgamation scheme accepted due to consents and undertakings provided.

What did the court decide?

Convening of meetings of equity shareholders, secured creditors, and unsecured creditors dispensed with; undertaking to notice unsecured creditors accepted.

Essel Publishers Private Limited Vs Zee Media… — Specific Performance | Bombay HC (2013)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 693OF 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 Essel Publishers Private Limited, (Transferor Company) With Zee Media Corporation Limited, (Transferee Company) And Their respective shareholders and creditors ESSEL PUBLISHERS ) PRIVATE LIMITED, a company ) incorporated under the provisions ) of the Companies Act, 1956 and ) having its registered office at ) Continental Building, 135, Dr. ) Annie Besant Road, Worli, ) Mumbai – 400 018, Maharashtra. )……..Applicant Company

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Called Summons for Directions

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

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Coram: N. M. Jamdar J.

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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 Direction AND UPON HEARING Mr. Hemant Sethi instructed by M/s. Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 23^rd day of September, 2013, of Mr.Viral Dedhia, Authorised Signatory of the Applicant Company, in support of Summons for Direction, IT IS ORDERED:

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That convening and holding of the meeting of the 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 Amalgamation of Essel Publishers Private Limited with Zee Media Corporation Limited and their respective shareholders and creditors, is dispensed with in view of the consents given by the two Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘D1’ and ‘D2’ to the Affidavit in support of the Summons for Direction.

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There are no Secured creditors in the Applicant Company as stated in paragraph 11 of the Affidavit in support of Company Summons for Directions. Hence the question of convening and holding the meetings of the Secured Creditors of the Applicant Company does not arise.

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That convening and holding the meeting of the 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 Essel Publishers Private Limited with Zee Media Corporation Limited and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 12 of the

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affidavit in support of the Summons for Direction inter alia stating that so far as the right of the unsecured creditors are concerned, they will not be affected by the proposed Scheme of Amalgamation, since post Scheme, the assets of the Transferee Company be sufficient to discharge this liability and there is no reduction in amounts payable to the creditors and that the Applicant Company undertakes to issue an individual notice of hearing of the Petition by R.P.A.D upon all its Unsecured Creditors and also to publish the same in two local newspapers i.e. “Free Press Journal”, in English language and “Navshakti”, in Marathi language both having circulation in Mumbai. The said undertaking is accepted.

Essel Publishers Private Limited v. Zee Media Corporationlimited

Case brief

What is this about?

What did the court decide?

Essel Publishers Private Limited v. Zee Media Corporationlimited

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

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