Allowed

Aditya Birla Retail Limited v. -

Bombay HC4 Apr 2014CSD/203/2014

Case brief

AI extract

What is this about?

The Bombay High Court dispensed with the requirement for convening shareholder and creditor meetings and filing a further application for sanction regarding a scheme of amalgamation involving the applicant and its subsidiaries, relying on corporate structure and lack of capital reorganization.

What did the court decide?

Dispensed with convening of meetings for shareholders and creditors; no further Company Scheme Petition needed; notice to Registrar and Gazette publication dispensed with.

Aditya Birla Retail Limited Vs - — 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 203 OF 2014

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In the matter of the Companies Act, 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 the Scheme of Amalgamation and Arrangement (under provisions of section 391 to 394 and other applicable provisions of the Companies Act, 1956) Of TrinethraSuperretail Private Limited; And H.A.S. Two Holdings Private Limited; And Fabmall (India) Private Limited; and TerrafirmaAgroprocessing (India) Private Limited; With Aditya Birla Retail Limited; And Their Respective Shareholders and The Creditors

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Aditya Birla Retail Limited ) a Company incorporated under )

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the provisions of the Companies Act ) 1956, having its Registered Office ) at 5 & 6 Floor, Skyline Icon 86/92 ) Near Mittal Industrial Estate Off )

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Andheri Kurla Road Andheri (East) )

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Mumbai 400059 ) …Applicant Company

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Called for Summons for Direction

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Mr. Peshwan Jehangir i/b Khaitan & Co, Advocates for the Applicant Company.

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Coram: G. S. Patel, J. Dated: 4^th April, 2014

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MINUTES OF ORDER

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Upon the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Peshwan Jehangir instructed by Khaitan & Co, Advocates for the Applicant Company AND UPON READING the Affidavit dated 29^th day of January, 2014 of Mr. Atul Daga, Chief Financial Officer and authorised signatory of the Applicant Company, in support of the Summons for Direction along with the Exhibits therein referred to. 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 and Arrangement of TrinethraSuperretail Private Limited; And H.A.S. Two Holdings Private Limited; And Fabmall (India) Private Limited; and TerrafirmaAgroprocessing (India) Private Limited; With Aditya Birla Retail Limited; and their respective shareholders and the creditors, is dispensed with in view of the averments made in paras 52, 52A and 61 of the Affidavit in support of the Company Summons for Direction, inter alia, stating that the Transferor No 1 Company that is to say TrinethraSuperretail Private Limited is the direct wholly owned

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subsidiary of the Applicant Company and that the Transferor Company No 2, 3 and 4 that is to say H.A.S. Two Holdings Private Limited, Fabmall (India) Private Limited and TerrafirmaAgroprocessing (India) Private Limited respectively are indirectly the wholly owned subsidiaries of the Applicant Company and that the present Scheme does not affect rights of the members of the Applicant Company and does not involve a reorganization of the share capital of the Applicant Company. Moreover, all the nine Equity Shareholders of the Applicant Company have given their consents to the Scheme of Amalgamation and Arrangement which are annexed as Exhibits “W1” to “W9” to the Affidavit in Support of the Company Summons for Direction.

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That the question of convening and holding a meeting of the Preference Shareholders of the Applicant Company does not arise as there are no Preference Shareholders of the Applicant Company as stated in paragraph 57 of the Affidavit in Support of the Company Summons for Direction.

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That the question of convening and holding a meeting of the Debenture Holders (secured and unsecured) of the Applicant Company does not arise as there are no Debenture Holders of the Applicant Company as stated in paragraph 58 of the Affidavit in Support of the Company Summons for Direction.

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That convening and holding of the meeting of the Secured 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 and Arrangement of TrinethraSuperretail Private Limited; And H.A.S. Two Holdings Private Limited; And Fabmall (India) Private Limited; and TerrafirmaAgroprocessing (India) Private Limited; With Aditya Birla Retail Limited; and their respective shareholders and the

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creditors, is dispensed with in view of the averments made in paras 59 and 61 of the Affidavit in support of the Company Summons for Direction, inter alia, stating that the present Scheme does not affect rights of the creditors of the Applicant Company, that the Applicant Company will pay off its creditors in the ordinary course of business. Moreover all the nine Secured Creditors of the Applicant Company have given their consents to the Scheme of Amalgamation and Arrangement which are annexed as Exhibits “Y1” to “Y9” to the Affidavit in Support of the Company Summons for Direction.

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That convening and holding of 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 and Arrangement of TrinethraSuperretail Private Limited; And H.A.S. Two Holdings Private Limited; And Fabmall (India) Private Limited; and TerrafirmaAgroprocessing (India) Private Limited; With Aditya Birla Retail Limited; and their respective shareholders and the creditors, is dispensed with in view of the averments made in para 60 of the Affidavit in support of the Company Summons for Direction stating, inter alia, that the present Scheme does not adversely affect the rights of the creditors of the Applicant Company, that the Scheme does not involve any arrangement with the creditors of the Applicant Company, that the Applicant Company will pay off its creditors in the ordinary course of business. Moreover some of the Unsecured Creditors of the Applicant Company have given their consents to the Scheme of Amalgamation and Arrangement which are annexed as Exhibits “AA1” to “AA9” to the Affidavit in Support of the Company Summons for Direction.

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Learned advocate for the Applicant Company states that as per the averment made in Paragraph 53 of the Affidavit in Support of the

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Company Summons for Directions that no new shares will be issued by the Applicant Company hence there will be no reorganisation of the share capital of the Applicant Company due to the sanction of the Scheme and in view of the observations of this Court in Mahaamba Investments Limited vs. IDI Limited [(2001) 105 Company Cases 16 Bombay] and other similar cases, the filing of any further Application and the filing of Company Scheme Petition of the Applicant Company seeking sanction to the proposed Scheme is dispensed with.

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Issuance of notice to Regional Director and Registrar of Companies, is not required.

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Publication of notice in the Maharashtra Government Gazette is also dispensed with.

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(G. S. PATEL J.)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO 203 OF 2014

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In the matter of:

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The Companies Act, 1956;

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AND

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In the matter of:

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Sections 391 to 394 of the Companies Act, 1956;

AND

In the matter of:

Aditya Birla Retail Limited

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… Applicant Company

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MINUTES OF ORDER

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Dated this 4^th day of April 2014

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KHAITAN & CO.

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Advocates for Applicant Company One Indiabulls Centre, 13^th Floor 841 Senapati Bapat Marg Mumbai 400 013

Aditya Birla Retail Limited v. -

Case brief

What is this about?

What did the court decide?

Aditya Birla Retail Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Cases cited

Statutes considered

Parties & counsel

Coram

Case details

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