Disposed

Plextech Technologies (India) Private Limited v. -

Bombay HC28 Feb 2014CSD/125/2014

Case brief

AI extract

What is this about?

-single judge granted a summons for direction under the Companies Act, 1956. The court dispensed with the convening of meetings for equity shareholders and unsecured creditors to consider a proposed composite scheme of arrangement between the applicant company and its shareholders, noting no adverse impact on creditors.

What did the court decide?

Meeting of Equity Shareholders and Unsecured Creditors was dispensed with. Undertaking to issue notices to unsecured creditors was accepted.

Plextech Technologies (India) Private Limited Vs - — Company and Corporate | Bombay HC (2014)

¶1

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

¶2

ORDINARY ORIGINAL CIVIL JURISDICTION

¶3

COMPANY SUMMONS FOR DIRECTION NO 125 OF 2014

¶4

In the matter of the Companies Act, 1956

¶5

(1 of 1956);

¶6

AND

¶7

In the matter of Sections 391 to 394 of the Companies Act, 1956;

¶8

AND

¶9

In the matter of Composite Scheme of Arrangement between Industrial X-Ray & Allied Radiographers (India) Private Limited and Plextech Technologies (India) Private Limited and UT Quality India Private Limited and ASAV Properties Private Limited and their Respective Shareholders Plextech Technologies (India) Private Limited, a Company } Incorporated under the provisions of Companies } Act, 1956 having its registered office at Plot No 6 First } Floor, BMC Industrial Estate, Sai Nagar, M.G. Cross Road } No 1, Kandivli (West), Mumbai 400 067 }...Applicant

¶10

Called Summons for Direction

¶11

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

¶12

Coram: G. S. Patel, J.

¶13

Date:28^th February, 2014

¶14

MINUTES OF THE ORDER

¶15

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 12^th February 2014 of Mr. Anil VinayKumar Jain, Director of the Applicant Company, in support

¶16

Page 1 of 3

¶17

of Summons for Directions and the Exhibits referred therein, IT IS ORDERED:

¶18

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 composite Scheme of Arrangement between Industrial X-Ray & Allied Radiographers (India) Private Limited and Plextech Technologies (India) Private Limited and UT Quality India Private Limited and ASAV Properties Private Limited and their Respective Shareholders is dispensed with, in view of the consents given by the two Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘C1’ and ‘C2’ to the Affidavit in support of Company Summons for Direction.

¶19

2. There are no Secured creditors in the Applicant Company as stated in paragraph 12 of the Affidavit in support of Company Summons for Directions. Hence the question of convening and holding the meeting of the Secured Creditors of the Applicant Company does not arise.

¶20

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 composite Scheme of Arrangement between Industrial X-Ray & Allied Radiographers (India) Private Limited and Plextech Technologies (India) Private Limited and UT Quality India Private Limited and ASAV Properties Private Limited and their Respective Shareholders is dispensed with, in view of averments made in paragraph 13 of the

¶21

Page 2 of 3

¶22

Affidavit in support of Company summons for Directions, inter-alai stating that the present Scheme is an Arrangement between the Applicant Company and its shareholders as contemplated under Section 391(1)(b) and not in accordance with the provisions of Section 391(1)(a) of the Companies Act, 1956 as there is no Compromise and/or Arrangement with the Creditors as no sacrifice is called for. In terms of the proposed Scheme, the Transferee Company will take over all the assets and liabilities of the Applicant Company and as far as the rights of Unsecured Creditors of the Applicant Company are concerned, they will not be affected adversely with the proposed Scheme as, post Amalgamation, the assets of the Transferee Company will be far in excess of the liabilities and sufficient to discharge the liabilities and that the Applicant Company undertakes to issue individual notices by R.P.A.D. upon all its Unsecured Creditors and also to publish the notice of the date of hearing of Petition in one issue each of ‘Free Press Journal’, in English language and translation thereof in ‘Navshakti’ in Marathi language both circulated in Mumbai. The said undertaking is accepted.

¶23

(G.S PATEL, J)

¶24

Page 3 of 3

Plextech Technologies (India) Private Limited v. -

Case brief

What is this about?

What did the court decide?

Plextech Technologies (India) Private Limited v. -

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

Similar cases

Food Corpsoration of India Vs Dinesh P.Thapar Proprietor

Bombay Vegetable Markets Unproducted Labour Board Vs the Liquidator, M/S. Chetana Co-Operative Bank Ltd. (in Liqn.)

Kopran Ltd. Vs Gesellschaft Fur Biotech-Nologische Forschung Mbh and Anr.

Akhand Warehousing Private Limited Vs -

Pahadi Transport Private Limited Vs -

Yellowvalley Transport Private Limited Vs -