Allowed

Dwarkadhish Pharmavet Pvt. Ltd. v. -

Bombay HC12 Dec 2014CSD/884/2014

Case brief

AI extract

What is this about?

A summons for direction under Sections 391 to 394 of the Companies Act, 1956 regarding a scheme of amalgamation. The court dispensed with meetings of equity shareholders, secured creditors, and unsecured creditors based on unanimous consent and representations that creditors' rights would not be affected due to normal course payments.

What did the court decide?

Meeting of equity shareholders, secured creditors, and unsecured creditors dispensed with; assurance regarding unsecured creditors accepted.

Dwarkadhish Pharmavet Pvt. Ltd. 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 884 OF 2014

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In the matter of the Companies Act, 1956;

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And

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In the matter of sections 391 to 394 of

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the Companies Act, 1956;

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And

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In the matter of DWARKADHISH PHARMA

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VET PVT LTD

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(Earlier known as Chokhani Pharma Vet Pvt Ltd)

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And

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In the matter of the Scheme of

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Amalgamation of:

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DWARKADHISH PHARMA VET PVT LTD

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(Earlier known as Chokhani Pharma Vet

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Pvt Ltd)

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And

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ADELPHI TRADVEST PVT LTD

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(The Transferor Companies)

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With

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GATEWAY LEASING PRIVATE LIMITED

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(The Transferee Company)

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Dwarkadhish Pharma Vet Private Limited	)
a Company incorporated under	)
the provisions of the Companies Act, 1956,	)
having its registered office at 6W,	)
Merchant Chamber, 41, New Marine Lines,	)
Opp Patkar Hall, Mumbai-400020	) …Applicant

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Called Summons for Direction for hearing

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Mr. S.L.Shah instructed by M/s. SHAH LEGAL, Advocates for the Applicant

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

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MINUTES OF THE ORDER

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UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING Mr. S.L.Shah i/b M/s. SHAH LEGAL, Advocates for Applicant AND UPON READING the Affidavit dated 28.04.2014 of Mr. Anil Chokhani, Director of the Applicant Company in support Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT:

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(1) 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 of Dwarkadhish Pharma Vet Private Limited (earlier known as Chokhani Pharma Vet Pvt Ltd) and Adelphi Tradvest Private Limited (The Transferor Companies) with Gateway Leasing Private Limited (The Transferee Company), is dispensed with in view of the consent given by all the seven Equity Shareholders of Class A, B and C of the Applicant Company, which are annexed as EXHIBIT “D-1” to “D-7” to the Affidavit in support of Company Summons for Directions

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(2) there are no Secured Creditors of the Applicant Company, as stated in paragraph 24 of the Affidavit in support of this Company Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise.

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(3) 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 of Dwarkadhish Pharma Vet Private Limited (earlier known as Chokhani Pharma Vet Pvt Ltd) and Adelphi Tradvest Private Limited (The Transferor Companies) with Gateway Leasing Private Limited (The Transferee Company) is dispensed with in

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view of the averments made in paragraph 24A of the Affidavit in support of the Summons for Direction inter alia, stating that all the Unsecured Creditors will be paid in the normal course of business as per agreed terms and that no sacrifice are called from them and their rights will in no way be affected by the sanction of the Scheme of Amalgamation and that the Applicant Company undertakes to issue individual notice of hearing of the Petition to all its Unsecured Creditors by R.P.A.D. and also publish the same in two news papers ‘Free Press Journal’, in English, language and a translation thereof in ‘Navshakti’ in Marathi language both having circulation in Mumbai. The said undertaking is accepted.

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Dwarkadhish Pharmavet Pvt. Ltd. v. -

Case brief

What is this about?

What did the court decide?

Dwarkadhish Pharmavet Pvt. Ltd. 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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