Disposed

Sedum Investments and Finance Private Limited v. -

Bombay HC12 Sept 2014CSD/681/2014

Case brief

AI extract

What is this about?

The court issued directions to the applicant company to convene a meeting of equity shareholders to consider a scheme of amalgamation. The court dispensed with the need for a creditors' meeting as none existed and allowed the company to issue notices and advertisements without prior certification. The meeting date was fixed for October 15, 2014.

What did the court decide?

Directions issued to convene a shareholders' meeting; dispensation from creditors' meetings and from obtaining court certification of forms for notices.

Sedum Investments and Finance 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 681 OF 2014

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In the Matter of Companies Act, 1956;

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AND

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In The Matter of the Sections 391 To 394 of the

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Companies Act, 1956;

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AND

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In Matter of Sedum Investments and Finance Private

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Limited [ CIN: U65990MH1994PTC078514 ] A Company Incorporated Under The Companies Act 1956 Having Its Registered Office At 1, Hill View Apartment, J P Road, Andheri (West) Mumbai – 400058

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AND

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In Matter of Scheme of Amalgamation between Sedum Investments & Finance Private Limited and Subhkam Stocks and Shares Private Limited and Subhkam Securities Private Limited and Vilars Estates Private Limited and Khazana Tradelinks Private Limited Their Respective Shareholders and Creditors

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SEDUM INVESTMENTS & FINANCE PRIVATE LIMITED)

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[CIN: U65990MH1994PTC078514 ] a Company	)
Incorporated under the Companies Act 1956	)
Having its registered office at 1,Hill View Apartment,	)
J P Road, Andheri (West), Mumbai -400058	)

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...APPLICANT COMPANY

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Called for Direction

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Mr. K. H. Halai a/w Ajit Shinde i/b Halai & Co, Advocate for the Applicant

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Coram: S.J. KATHAWALLA, J Date: 12^th September 2014

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MINUTES OF THE ORDER

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UPON the application of the Applicant Company above named by a Summons for

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Direction AND UPON HEARING Mr. K. H. Halai instructed by Halai & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 18^th March, 2014 of Mr. Kirti Karelia, Chairman/ Director and Authorised person, of the Applicant Company, in support of the Summons for Direction and the Exhibit therein referred to, IT IS ORDERED:-

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That a meeting of Equity Shareholders of the Applicant Company shall be convened and held at 1,Hill View Apartment, J P Road, Andheri (West), Mumbai -400058, on Wednesday 15th day of October 2014 at 2.00 p.m. in the afternoon, for the purpose of considering and if thought fit, approving

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with or without modifications, the proposed Scheme of Amalgamation, the

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Sedum Investments & Finance Private Limited And Subhkam Stocks And Shares Private Limited And Subhkam Securities Private Limited And Vilars Estates Private Limited With Khazana Tradelinks Private Limited and their respective shareholders.

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That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by Registered AD addressed to each of the Equity Shareholders at their respective registered or last known addresses.

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That at least 21 clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting, at the place and time aforesaid and stating that copies of the proposed Scheme of Amalgamation and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the registered office of the Applicant Company as aforesaid and/or at the office of its Advocates M/s. Halai & Co., Advocates and Solicitors, 186 & 187 1^st floor, Ashoka Centre, L.T. Marg, Next to G.T. Hospital, Mumbai – 400 001, shall be published once each in two local news papers viz. “Free Press Journal”, in English language and translation thereof in “Nav Shakti”, in Marathi language, both having circulation in Mumbai.

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Publication of notice in the Maharashtra Government Gazette is dispensed with.

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That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to:-

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i. advertise the Notice convening meeting as per Form No. 38 (Rule 74)

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ii. issue Notice convening meeting of the Equity Shareholders as per Form No. 36 (Rule 73)

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iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956;

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iv. issue Form of Proxy as per Form No. 37 (Rule 73)

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The said undertaking is accepted.

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That Mr.Kirti Karelia Director of the Applicant Company, failing him, Mr. Jethmal Sharma, Director of the Applicant Company, is appointed as the Chairman for the above meeting of Equity Shareholders to be held at 1,Hill View Apartment, J P Road, Andheri (West), Mumbai -400058 ,on Wednesday, 15th day of October, 2014 at 2.00 p.m or any adjournment or adjournments thereof.

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The Chairman appointed for the meeting to issue the advertisement and send out the notices of the meeting referred to above. He shall have all powers under the Articles of Association of the Company and under the Companies (Court) Rules, 1959 in relation to conduct of the meeting including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the scheme / Resolution, if any, proposed at the meeting by any person(s) and to ascertain the decision of the sense of the meeting by poll.

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That the quorum for the aforesaid meeting of the equity shareholders shall be as prescribed under section 103 of the Companies Act 2013.

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That voting by proxy / authorised representative be permitted, provided that a proxy in the prescribed form / authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at 1, Hill View Apartment, J P Road, Andheri (West), Mumbai -400058 , not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959.

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That the value of the Equity Shareholders shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting.

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That the Chairman or the Company represented by its Company Secretary to file an affidavit not less than seven days before the date fixed for the

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holding of the meeting and do report to this Court that the directions regarding the issued of notices and to advertisement have been duly complied with.

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That the Chairman appointed for the meeting to report to this Court the result of the said meeting within thirty days of the conclusion of the meeting and the said report shall be verified by his affidavit.

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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 24 of the Affidavit in support of Summons for Direction.

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That the question of convening and holding the meeting of Unsecured Creditors does not arise since there are no Unsecured Creditors in the Applicant Company as stated in paragraph 25 of the Affidavit in support of Summons for Direction.

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(S.J KATHAWALLA, J)

Sedum Investments and Finance Private Limited v. -

Case brief

What is this about?

What did the court decide?

Sedum Investments and Finance Private Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

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Statutes considered

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Case details

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