Disposed

Duracell Investments and Finance Private Limited v. -

Bombay HC22 Aug 2014CSD/662/2014

Case brief

AI extract

What is this about?

The Court dispensed with the need to convene meetings of equity and preference shareholders as well as secured and unsecured creditors for approving a scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956, relying on the unanimous consents provided by the respective stakeholders.

What did the court decide?

Dispensation of meetings of shareholders and creditors for the scheme of amalgamation due to unanimous consents.

Duracell Investments and Finance Private Limited Vs - — Specific Performance | Bombay HC (2014)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 662 OF 2014

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In the matter of the Companies Act, 1956 AND

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In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of the Scheme of Amalgamation of Duracell Investments and Finance Private Limited, Transferor Company No.1 and Mrinal Exim Private Limited, Transferor company No. 2 with Seel Investment Private Limited, Transferee Company with their respective members and creditors Duracell Investments and ) Finance Private Limited ) Incorporated and registered ) under the Companies Act, ) 1956 having its Registered ) Office at Oriental House, 7, ) Jamshedji Tata Road, ) Churchgate, Mumbai - ) 400020. ) …Applicant Company/Transferor Company No. 1

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Called for Summons for Direction

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Mr. Sanjay Udeshi i/b Sanjay Udeshi & Co, Advocate(s) for Applicant.

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Coram: S.J. Kathawalla J Dated: 22^nd August, 2014

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MINUTES OF ORDER

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Upon the application of the above-named Applicant Company by a Summons for Direction AND upon hearing Shri Sanjay Udeshi, Advocate for the Applicant AND upon reading the Affidavit dated 5^th March, 2014 of Mr. Satyen Madhusudan Mehta, the Authorised Signatory of the Applicant Company of Mumbai in support of the Summons for Direction, 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 Scheme of Amalgamation of Duracell Investments and Finance Private Limited, Transferor Company No.1 and Mrinal Exim Private Limited, Transferor company No. 2 with Seel Investment Private Limited, Transferee Company with their respective members and creditors, is dispensed with in view of the Consents given by all the three Equity Shareholders of the Applicant Company which are annexed as Exhibits D to D 2 to the Affidavit in Support of Summons for Directions.

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That convening and holding the meeting of the preference shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Duracell Investments and Finance Private Limited, Transferor Company No.1 and Mrinal Exim Private Limited, Transferor company No. 2 with Seel Investment Private Limited, Transferee Company with their respective members and creditors, is dispensed with in view of the Consents given by its preference shareholder of the Applicant Company which is annexed as Exhibit F to the Affidavit in Support of Summons for Directions.

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That in view of the averments made in paragraph 17 and 18 of the Affidavit in support as there are no secured creditors, or debenture holders hence holding the meeting of secured creditors, and debenture holders 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 considering and if thought fit, approving with or without modification(s), the Scheme of Amalgamation of Duracell Investments and Finance Private Limited, Transferor Company No.1 and Mrinal Exim Private Limited, Transferor company No. 2 with Seel Investment Private Limited, Transferee Company with their respective

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members and creditors, is dispensed with in view of the consent given by all its unsecured creditors which are annexed as Exhibits H to H3 to the Affidavit in Support of Company Summons for Direction.

Duracell Investments and Finance Private Limited v. -

Case brief

What is this about?

What did the court decide?

Duracell Investments and Finance Private Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

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