Disposed

Fact Impex Private Limited v. -

Bombay HC11 Jul 2014CSD/531/2014

Case brief

AI extract

What is this about?

The Court, on application under Section 391-394 of the Companies Act, 1956, dispensed with the convening of meetings for equity shareholders and secured/unsecured creditors in an amalgamation scheme, noting their consents were already obtained. It clarified that the Board's power to amend the scheme is subject to High Court approval.

What did the court decide?

Convening of meetings for shareholders and all categories of creditors is dispensed with. Power to amend the Scheme is subject to High Court approval.

Fact Impex 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.531 OF 2014

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In the matter of application under section 391 to 394 of the Companies Act, 1956 (1 of 1956); And

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In the matter of Section 391 to 394 of the Companies Act, 1956; And

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In the matter of Scheme of Amalgamation between Fact Impex Private Limited (Transferor Company No.1) Pacific Mercantile Private Limited (Transferor Company No.2) Adiya Tradestar Private Limited (Transferor Company No.3) and Sys-Pro Technologies Private Limited (Transferee Company).

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Fact Impex Private Limited ) CIN : U51900MH1997PTC111783 ) a company incorporated under the ) Companies Act, 1956 having its ) registered office at 901, 9^th Floor, ) Umarji House, Teli Gulli, Andheri(E) ) Mumbai – 400069, Maharashtra ) …Applicant Company

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Called for Direction

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Mr. Dnyaneshwar Jadhav with Mr. Nikhil Patil i/b Legasis Partners, Advocates for Applicant Company.

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Coram: S.J. Kathawalla .J. Date: 11^th July, 2014.

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MINUTES OF ORDERS

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UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Dnyaneshwar

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Page 1 of 4

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Jadhav instructed by M/s. Legasis Partners, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 20^th February, 2014 and further affidavit dated 17^th April 2014 of Mr. Vinod Satelkar, Director of the Applicant Company, in support of the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED :-

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That the 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 between Fact Impex Private Limited (Transferor Company No.1) Pacific Mercantile Private Limited (Transferor Company No.2) Adiya Tradestar Private Limited (Transferor Company No.3) and Sys-Pro Technologies Private Limited (Transferee Company), is dispensed with in view of the consents given by all three Equity Shareholders, which are annexed as Exhibits "C-1" to “C-3" to the Affidavit in support of the Summons for Direction.

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That the question of Convening and holding the meeting of the Secured Creditors does not arise as there are no Secured Creditors in the Applicant Company as stated in paragraph 32 of the Affidavit in Support of Summons for Direction.

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Page 2 of 4

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That the 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 between Fact Impex Private Limited (Transferor Company No.1) Pacific Mercantile Private Limited (Transferor Company No.2) Adiya Tradestar Private Limited (Transferor Company No.3) and Sys-Pro Technologies Private Limited (Transferee Company), is dispensed with in view of the consents given by all its Unsecured Creditors of the Applicant Company which are annexed as Exhibit “E-1” to “E11” to the Affidavit in support of Company Summons for Direction.

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Clause 18 of the Scheme gives power to Board of Director of the Applicant Company to amend any part of the Scheme. The Learned Counsel for the Applicant Company states that the Applicant Company has filed a further Affidavit interalia stating in Paragraph 2 of the said affidavit that such power to amend the scheme is subject to prior approval of the High Court. However, since the clause specifically refers to the power of the Board of Directors of the Transferor Companies and the Transferee Company which is not inconsonance with Section 392 of the Companies Act, 1956, it is clarified that the power vested under

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Page 3 of 4

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clause 18 of the Scheme will be subject to the approval of the High Court.

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(S. J. Kathawalla J.)

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Page 4 of 4

Fact Impex Private Limited v. -

Case brief

What is this about?

What did the court decide?

Fact Impex Private Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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