Disposed

Waterwings Equipments Pvt. Ltd. v. -----

Bombay HC24 Jan 2014CSD/2/2014

Case brief

AI extract

What is this about?

The Bombay High Court, in a summons for direction under Section 391 of the Companies Act, 1956, dispensed with convening meetings of equity shareholders, secured creditors, and unsecured creditors for the amalgamation of Waterwings Equipments Private Limited with its successor. The court accepted the company's undertaking to notify unsecured creditors.

What did the court decide?

Meeting of equity shareholders, secured creditors, and unsecured creditors dispensed with; undertaking to notify unsecured creditors accepted.

Waterwings Equipments Pvt. Ltd. Vs ----- — Company and Corporate | Bombay HC (2014)

¶1

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

¶2

ORDINAY ORIGINAL CIVIL JURISDICTION

¶3

COMPANY SUMMONS FOR DIRECTION NO. 2 OF 2014

¶4

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 Radiant Energy Systems Private Limited; AND Waterwings Equipments Private Limited WITH Forbes Enviro Solutions Limited AND their respective Shareholders. Waterwings Equipments Private Limited ) a company incorporated under the provisions of the ) Companies Act, 1956 having its registered office at ) D-8/10, Popular Nagar, Warje, ) Mumbai Bangalore Highway, ) Pune 411 058, Maharashtra, India ) …Applicant/ Transferor Company

¶5

CALLED FOR SUMMONS FOR DIRECTIONS

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Mr. Naushad Engineer a/w Mr. Dhiraj Mhetre a/w Mr. Devvrat Periwal i/b M/s. Desai & Diwanji, Advocates for Applicant

¶7

Coram: G. S. Patel, J.

¶8

Dated: 24^th January, 2014

¶9

MINUTES OF THE ORDER

¶10

Upon the Application of the Applicant abovenamed by a Summons for Direction AND UPON hearing Mr. Naushad Engineer i/b M/s. Desai & Diwanji, Advocates for Applicant AND UPON reading the Affidavit dated 24^th January 2013 and Further Affidavit dated 17^th December 2013 of Mr. Rajnish Sethia, authorized signatory of the Applicant in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED :-

¶11

That convening and holding a meeting of the Equity Shareholders of the Applicant abovenamed, for the purpose of considering, and if thought fit, approving with, or without modification(s), the Scheme of Amalgamation of Radiant Energy Systems Private Limited and Waterwings Equipments Private Limited with Forbes Enviro Solutions Limited and their respective Shareholders, is dispensed with in view of the consents given by all seven Equity Shareholders of the Applicant Company, which are annexed as Exhibits G-2 – G-8 to the Affidavit in support of Summons for Directions.

¶12

That convening and holding a meeting of the Secured Creditors of the Applicant abovenamed, for the purpose of considering, and if thought fit, approving with, or without modification(s), the Scheme of Amalgamation of Radiant Energy Systems Private Limited and Waterwings Equipments Private Limited with Forbes Enviro Solutions Limited and their respective Shareholders, is dispensed with in view of inter alia paragraph 4 of the Further Affidavit dated 17^th December 2013 that there is no compromise or arrangement with the creditors as no sacrifice is called for and in view of the

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No Objection letter given by the Secured Creditor of the Applicant Company which is annexed as Exhibit H, to the Affidavit in support of Summons for Directions.

¶14

That convening and holding a meeting of the Unsecured Creditors of the Applicant abovenamed, for the purpose of considering, and if thought fit, approving with, or without modification(s), the Scheme of Amalgamation of Radiant Energy Systems Private Limited and Waterwings Equipments Private Limited with Forbes Enviro Solutions Limited and their respective Shareholders, is dispensed with in view of the averment made in paragraph 4 of the Further Affidavit in support of Summons for Directions inter alia stating that as far as the unsecured creditors of the Applicant Company are concerned, they will not be affected by the proposed scheme as the assets of the Applicant Company pursuant to the Scheme will be far more than the liabilities and as such sufficient to discharge the liabilities and there is no compromise or arrangement with the creditors as no sacrifice is called for and that the Applicant Company undertakes to issue an 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. Sakaal Times, in English language and translation thereof in Sakaal Times, in Marathi language both having circulation in Pune. The said undertaking is accepted.

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(G. S. Patel, J)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY O. O. C. J. COMPANY SUMMONS FOR DIRECTION NO. 2 OF 2014

¶17

In the matter of
Section 391 to 394
of the Companies
Act, 1956; And
In the matter of
Waterwings
Equipments Private
Limited And
In the matter of
Scheme of
Amalgamation of
Waterwings
Equipments Private
Limited and
Radiant Energy
Systems Private
Limited with
Forbes Enviro
Solutions Limited
and their respective
shareholders.

¶18

Waterwings Equipments Private Limited ... Applicant

¶19

MINUTES OF ORDER

¶20

Dated this day of , 2014

¶21

Desai & Diwanji Advocates for the Applicant Lentin Chambers, 2^nd Floor, Dalal Street, Fort, Mumbai 400 001

Waterwings Equipments Pvt. Ltd. v. -----

Case brief

What is this about?

What did the court decide?

Waterwings Equipments Pvt. Ltd. v. -----

Case brief

What is this about?

What did the court decide?

What the court decided

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Issues for consideration

Statutes considered

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