Disposed

Patio Mercantile Private Limited v. -

Bombay HC13 Jun 2014CSD/418/2014

Case brief

AI extract

What is this about?

The court dispensed with convening meetings for equity and unsecured creditors for a scheme of amalgamation due to full shareholder consent and undertakings regarding creditor notice. It also dispensed with the requirement for the transferee company to file a separate summons.

What did the court decide?

Dispensed with convening of shareholder and creditor meetings; accepted undertaking for creditor notice; dispensed with separate application by transferee.

Patio Mercantile Private Limited Vs - — Specific Performance | 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. 418 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 Amalgamation of: Chardham Trading Private Limited AND Patio Mercantile Private Limited AND Naksha Mercantile Private Limited WITH Gora Trading Private Limited

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Patio Mercantile Private Limited, a Company ) incorporated under the Companies Act, 1956 ) and having its Registered Office at DE7, ) Additional Kalyan Bhiwandi Industrial Area, ) Village Kone, Taluka Bhiwandi, Thane 421 302 )... 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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DATE: 13^TH JUNE, 2014

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MINUTES OF ORDER

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UPON the application of the Applicant Company above named

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by a Summons for Direction AND UPON HEARING Mr. Hemant

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Page 1 of 4

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Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21^st day of March, 2014 of Mr. Kiran Contractor, Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits referred to therein, IT 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 Amalgamation of Chardham Trading Private Limited and Patio Mercantile Private Limited and Naksha Mercantile Private Limited with Gora Trading Private Limited, is dispensed with in view of the consents given by all the two Equity Shareholders of the Applicant Company which are annexed as Exhibits “C-1” and “C-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 25 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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That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of

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Page 2 of 4

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considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Chardham Trading Private Limited and Patio Mercantile Private Limited and Naksha Mercantile Private Limited with Gora Trading Private Limited, is dispensed with in view of averments made in paragraphs 19 and 26 of the Affidavit in Support of Summons for Directions, inter alia, stating that the proposed Scheme of Amalgamation will not affect creditors of the Applicant Company in as much as the Transferee Company will in terms of the Scheme of Amalgamation, take over all the debts, liabilities, duties and obligations as well as be vested with all the assets and properties of the Applicant Company and that 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 Petition in two local newspapers, viz “The Free Press Journal” in English language and translation thereof in “Navshakti” in Marathi Language, both circulated in Mumbai. The said undertaking is accepted.

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In view of averments made in paragraphs 27 & 28 of the Affidavit in support of Company Summons for Direction, interalia stating that the Applicant/Transferor Company is 100% wholly owned subsidiary of the Transferee Company and no new

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Page 3 of 4

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shares are required to be issued and that there is no reorganization of Share Capital of the Transferee Company and in view of Judgment passed by this Court in Mahaamba Investments V/s. Idi Limited (2001)105 Co cases (page 16 to 18), in view thereof the filing of separate Company Summons for Direction and Company Scheme Petition under Section 391 and 394 of the Companies Act,1956 by Gora Trading Private

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Limited, the Transferee Company is dispensed with.

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(S.J.KATHAWALLA, J)

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Page 4 of 4

Patio Mercantile Private Limited v. -

Case brief

What is this about?

What did the court decide?

Patio Mercantile Private Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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