Disposed

Bhagya Laxmi Fashion Pvt. Ltd. v. 0

Bombay HC17 Apr 2014CSD/229/2014

Case brief

AI extract

What is this about?

This single judge order in a company summons proceeding dispensed with the convening of meetings for equity shareholders and unsecured creditors regarding a scheme of arrangement, as consents were obtained and creditors were not affected. The court accepted undertakings for notice publication.

What did the court decide?

Meeting of equity shareholders dispensed with; meeting of unsecured creditors dispensed with; undertakings for notice accepted.

Bhagya Laxmi Fashion Pvt. Ltd. Vs 0 — Specific Performance | Bombay HC (2014)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SUMMONS FOR DIRECTION NO.229 OF 2014.

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In the matter of the Companies Act I of 1956. AND In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of the Scheme of Arrangement between: Alok Knit Exports Private Limited. AND Bhagya Laxmi Fashion Private Limited. AND their Respective Shareholders. Bhagya Laxmi Fashion Private Limited, a ) Company incorporated under the Companies ) Act, 1956 and having its Registered Office ) at Room No.18. 1st Floor, Swadeshi Market, ) 316 Kalbadevi Road, Mumbai 400 002 ).... APPLICANT

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Called Summons for Direction

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Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocates for the Applicant Company.

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CORAM: G.S.PATEL, J

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DATE: 17^TH APRIL, 2014

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MINUTES OF ORDER

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Page 1 of 4

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UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 2^nd day of January, 2014 of Mr. Sushil. J. Bagarka, Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits referred to therein, IT

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IS ORDERED :-

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That 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 Arrangement between Alok Knit Exports Private Limited and Bhagya Laxmi Fashion Private Limited and their respective Shareholders, is dispensed with in view of the consents given by all the two Equity Shareholders of the Applicant Company which are annexed as Exhibits “G-1” and “G-2” to the Affidavit in Support of Company Summons for Direction.

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That there are no Secured Creditors of the Applicant Company as stated in paragraph 19 of the Affidavit in Support of Company Summons for Direction. Hence, the question of convening and holding meeting of Secured Creditors does not arise.

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Page 2 of 4

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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 Arrangement between Alok Knit Exports Private Limited and Bhagya Laxmi Fashion Private Limited and their respective Shareholders, is dispensed with in view of averments made in paragraphs 13 and 20 of the Affidavit in Support of Summons for Directions , inter alia, stating that the proposed Scheme of Arrangement will not affect Creditors of the Applicant Company in as much as the Applicant Company will in terms of the Scheme of Arrangement take over all the debts, liabilities, duties and obligations as well as be vested with all the assets and properties of the Real Estate Division of the Demerged Company. After Arrangement the total assets of the Applicant Company would be more than sufficient to discharge the liabilities of the Real Estate Division of the Demerged Company as well as that of the Applicant Company and the Applicant Company undertakes to issue individual notice of the date of hearing of the Petition by Registered Post A.D. upon all its Unsecured Creditors and also to publish notice of hearing of the Petition in local newspapers, viz “The Free Press Journal ” in English

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Page 3 of 4

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Language and translation thereof in “Navshakti” in Marathi Language, both having circulation in Mumbai. The said undertaking is accepted.

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(G. S. PATEL, J)

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Page 4 of 4

Bhagya Laxmi Fashion Pvt. Ltd. v. 0

Case brief

What is this about?

What did the court decide?

Bhagya Laxmi Fashion Pvt. Ltd. v. 0

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

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Coram

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