Disposed

Kiwi Dealers Private Limited v. -

Bombay HC4 Jul 2014CSD/499/2014

Case brief

AI extract

What is this about?

The court dispensed with the need to convene meetings of equity shareholders, secured creditors, and unsecured creditors for approving a scheme of amalgamation due to unanimous consents, no reduction in creditor payments, and notification compliance. Additionally, the requirement for a separate scheme petition by the transferee company was waived as the applicant was a 100% subsidiary and no share

What did the court decide?

Disqualification of shareholder and creditor meetings; dispensation of separate petition by transferee company.

Kiwi Dealers Private Limited Vs - — Company and Corporate | 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. 499 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 of Naman Tie-Up Private Limited and Kiwi Dealers Private Limited and Aim Multitrade Company Private Limited and Puja Promoter Private Limited with Valentine Mercantile Private Limited

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Kiwi Dealers Private Limited, ) a company incorporated under the Companies Act, 1956, ) having its registered office at B-253, Floor-12, B Wing ) Kalpataru Horizon, Sudam Kalu Ahire Marg, ) Worli Tel Exchange, Worli, ) Mumbai- 400018, Maharashtra )... Applicant

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Called for Directions

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

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Coram: S. J. Katahwalla, J.

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Date: 4^th July, 2014

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MINUTES OF THE ORDER

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UPON the application of the Applicant Company above named by a Company Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by

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Page 1 of 3

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M/S Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 18^th day of February, 2014 of Mr. Navneet T Prajapati, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, 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 Naman Tie-Up Private Limited and Kiwi Dealers Private Limited and Aim Multitrade Company Private Limited and Puja Promoter Private Limited with Valentine Mercantile 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 Exhibit “C1” and “C2” to the Affidavit in support of the Summons for Directions.

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That the question of convening and holding the meeting of Secured Creditors does not arise, since there are no Secured Creditors in the Applicant Company as stated in paragraph 14 of the Affidavit in support of Company Summons for Direction.

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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 Amalgamation of Naman Tie-Up Private Limited and Kiwi Dealers Private Limited and Aim Multitrade Company Private Limited and Puja Promoter Private Limited with Valentine Mercantile Private Limited, is dispensed with in view of the averments made in paragraph 15 of the Affidavit in

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Page 2 of 3

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support of the Summons for Directions, inter-alia stating that the rights of the creditors are not affected as there is no reduction in the amounts payable to Unsecured Creditors who will be paid in the ordinary course of business and that the Applicant Company undertakes to issue individual notices of the date of hearing of Petition to all its Unsecured Creditors by RPAD and publish the same in two local newspapers i.e. ‘Free Press Journal’, in English language and translation thereof in ‘Navshakti’, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted.

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In view of averments made in paragraph 16 to 19 of the Affidavit in support of Company Summons for Direction, inter-alia stating that the Applicant Company is 100% wholly owned subsidiary of the Transferee Company and no new shares are being issued and there is no re-organization of share capital in the Transferee Company. However the Creditors of the Transferee Company are not affected in any manner and also in view of observations made in Mahaamba Investment Ltd verses IDI Limited (2001) 105 Co cases page 21 to 24. In view of the above the filing of separate Company Summons for Direction and Company Scheme Petition under Section 391 and 394 of the Companies Act,1956 by Valentine Mercantile Private Limited, Transferee Company is dispensed with.

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(S. J. Kathawalla, J.)

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Page 3 of 3

Kiwi Dealers Private Limited v. -

Case brief

What is this about?

What did the court decide?

Kiwi Dealers Private Limited v. -

Case brief

What is this about?

What did the court decide?

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