Disposed

Rowena Ads and Films Private Limited v. -

Bombay HC26 Sept 2014CSD/743/2014

Case brief

AI extract

What is this about?

A single-bench order dispensing with the requirement to convene meetings of equity shareholders, secured/unsecured creditors, and sundry creditors for approving a scheme of amalgamation, due to documented consents. It also clarified that power to amend the scheme under its clause 19 is subject to High Court approval.

What did the court decide?

Meeting of equity shareholders and creditors for the scheme of amalgamation dispensed with; power to amend scheme subject to High Court approval.

Rowena Ads and Films Private Limited Vs - — Company and Corporate | 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. 743 OF 2014

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In the matter of Section

391 to 394 of the

Companies Act, 1956

And

In the matter of scheme of

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Amalgamation of

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Rowena Ads & Films Private

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Limited,

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Ealdor Retails Private Limited, Abhilasha Money Operations Private Limited

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With

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Choice Office Solutions Private Limited

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ROWENA ADS & FILMS PRIVATE LIMITED )
A Company incorporated under the Companies Act, )
1956 and having its registered office at 301, 2C, )
Paras Nagar, Shankar Lane, Kandiwali (E), )
Mumbai, Maharashtra-400067. )

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Applicant Company (Transferor Company No.1)

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Called For Direction

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Mr. Shreesh Ashok Oak, Advocate for Applicant Company

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Coram: S. J. Kathawalla, J.

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Date: 26^th September 2014

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MINUTES OF ORDER

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Upon the Application of the Applicant Company abovenamed by a Company Summons for Direction AND UPON HEARING Mr. Shreesh Ashok Oak, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 12^th March 2014 and Additional Affidavit dated 7^th August, 2014 of Mr. Latif Ummed Ali Khan, Director of the Applicant Company in support of the Company Summons for Direction and Exhibits referred therein and, IT IS ORDERED:-

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1.) 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 Rowena Ads & Films Private Limited, Ealdor Retails Private Limited Abhilasha Money Operations Private Limited, with Choice Office Solutions Private Limited, is dispensed with in view of the consents given by both the equity shareholders of the Applicant Company which are annexed as Exhibits “C-1” and “C-2” to the Affidavit in Support of the Company Summons For Direction.

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2.) That there are no Secured creditors and unsecured creditors and Sundry Creditors in the Applicant Company as stated in paragraph 10 of the affidavit in support of Company Summons for Direction. Hence,

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the question of convening and holding the meeting of the secured, unsecured and sundry creditors does not arise.

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3.) That the convening and holding the meeting of the unsecured loan creditor 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 Rowena Ads & Films Private Limited, Ealdor Retails Private Limited, Abhilasha Money Operations Private Limited, with Choice Office Solutions Private Limited, is dispensed with, in view of the consent given by the unsecured loan creditors of the Applicant Company which is annexed as Exhibit “D-1” to the affidavit in support of the Company Summons for Direction.

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4.) The Learned Counsel for the Petitioner Company state that clause 19 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 Additional Affidavit dated 7^th August, 2014, 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. It is therefore clarified that the power vested under clause 19 of the Scheme will be subject to the approval of the High Court.

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Sd/(S. J. Kathawalla, J.)

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Rowena Ads and Films Private Limited v. -

Case brief

What is this about?

What did the court decide?

Rowena Ads and Films Private Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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Parties & counsel

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