Disposed

Godrej Sea View Properties Ltd. v. 0

Bombay HC17 Jan 2014CSD/9/2014

Case brief

AI extract

What is this about?

The Bombay High Court dispensed with holding meetings for equity shareholders, secured creditors, unsecured creditors, and the transferee company regarding the amalgamation scheme. This was based on unanimous consents from shareholders, absence of secured creditors, sufficient assets to cover liabilities, and the applicant being a wholly owned subsidiary.

What did the court decide?

Convening and holding of meetings for shareholders, secured creditors, unsecured creditors, and transferee company is dispensed with.

Godrej Sea View Properties Ltd. Vs 0 — Company and Corporate | Bombay HC (2014)

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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 9 OF 2014

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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 of the Companies Act, 1956;

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AND

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In the matter of Scheme of Amalgamation

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Godrej Sea View Properties Limited and Godrej Nandhi Hills Project Private Limited

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with Godrej Properties Limited and their respective shareholders

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GODREJ SEA VIEW ) PROPERTIES LIMITED, a ) company incorporated under the provisions of the Companies Act, ) 1956 and having its registered ) office at 4^th Floor, Godrej Bhavan, )

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company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 4^th Floor, Godrej Bhavan, 4A Home Street, Fort, Mumbai – 400 001.

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) ……..Applicant Company

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Called for Summons for Direction

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Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b. Rajesh Shah & Co. Advocates for the Applicant.

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Coram: G. S. Patel J.

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Date: 17^th January, 2014

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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. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 30^th December, 2013 of Mr. Ashish Karyekar, Authorised Representative of the Applicant Company, in support of Summons for Direction and the exhibits therein referred to, IT IS ORDERED THAT :

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The convening and holding 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 Godrej Sea View Properties Limited and Godrej Nandhi Hills Project Private Limited with Godrej Properties Limited and their respective shareholders, is dispensed with in view of the consents given by all the seven Equity shareholders of the Applicant Company which are annexed as Exhibits ‘H1’ to ‘H7’ to the affidavit in support of the Summons for Direction.

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The question of convening and holding the meeting of Secured Creditors does not arise since there are no Secured Creditors of the Applicant Company as stated in paragraph (16) of the affidavit in support of the Summons for Direction.

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The 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 Godrej Sea View Properties Limited and Godrej Nandhi Hills Project Private Limited with Godrej Properties Limited and their respective shareholders, is dispensed with in view of the averment made in paragraph (17) of the affidavit in support of the Summons for Direction interalia stating that as

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far as the rights of Unsecured Creditors of the Applicant Company are concerned, they will not be affected by the proposed Scheme of Amalgamation since post Scheme, the assets of the Transferee Company will be sufficient to discharge its liabilities and that the Applicant Company undertakes to issue individual notice of hearing of the Petition by R.P.A.D to all its Unsecured Creditors 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 having circulation in Mumbai. The said undertaking is accepted.

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In view of the averments made in paragraphs (19) to (22) of the affidavit in support of the Summons for Direction, interalia stating that the Applicant Company is a wholly owned subsidiary of the Transferee Company and all the shares of the Applicant Company are presently held by the Transferee Company, Godrej Properties Limited along with its nominees and after the Scheme being sanctioned, no new shares are required to be issued to the members of the Applicant Company by the Transferee Company and the entire share capital of the Applicant Company will stand cancelled and also as per the judgement of this Court in Mahaamba Investments Limited Vs IDI Limited (2001) Company Cases 105, filing of a separate Company Summons for Direction and Company Scheme Petition in relation of the said Scheme by Godrej Properties Limited, the Transferee Company is dispensed with.

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(G. S. Patel J.)

Godrej Sea View Properties Ltd. v. 0

Case brief

What is this about?

What did the court decide?

Godrej Sea View Properties Ltd. v. 0

Case brief

What is this about?

What did the court decide?

What the court decided

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