Partly allowed

Irishman Steels Private Limited v. -

Bombay HC19 Dec 2014CSD/926/2014

Case brief

AI extract

What is this about?

The High Court dispensed with the need for holding meetings of Equity Shareholders and creditors to approve a company amalgamation scheme due to expressed consent and absence of creditors respectively. It clarified that the Court's approval is mandatory for any amendment to the scheme.

What did the court decide?

Meeting of equity shareholders dispensed with; meeting of creditors dismissed as none exist; power to amend scheme clarified as subject to High Court approval.

Irishman Steels Private Limited Vs - — Specific Performance | Bombay HC (2014)

¶1

IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

¶2

COMPANY SUMMONS FOR DIRECTION NO. 926 OF 2014

¶3

In the matter of Section 391 to 394 of the Companies Act, 1956 And In the matter of scheme of Amalgamation of Irishman Steels Private Limited, Shalimar – Bansal Realtors Private Limited, Safal Resorts Private Limited, With Choice Exterio And Interio Private Limited. IRISHMAN STEELS PRIVATE LIMITED ) A Company incorporated under the Companies Act, ) 1956 and having its registered office at Flat No 106, ) Rahul Park, Near Jesal Park, Bhayander, Thane, ) Maharashtra-401105. )

¶4

Applicant Company

¶5

Called Summons for Direction for hearing

¶6

Mr. Shreesh Ashok Oak, Advocate for Applicant Company

¶7

¶8

Coram: S. J. Kathawalla, J Date: 19^th December, 2014

¶9

MINUTES OF ORDER

¶10

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 2^nd August, 2014 of Mr. Raj Kumar Saraf, Director of the Applicant Company in support of the Company Summons for Direction and Exhibits referred therein and, IT IS ORDERED That:-

¶11

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 Irishman Steels Private Limited, ShalimarBansal Realtors Private Limited, Safal Resorts Private Limited with Choice Exterio And Interio Private Limited, is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits “D-1” and “D2” to the Affidavit in Support of the Company Summons for Direction.

¶12

2.) That there are no Secured Creditors, Unsecured Creditors and Sundry Creditors of the Applicant Company as stated in paragraph 10 of the affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of the Secured Creditors, Unsecured Creditors and Sundry creditors does not arise.

¶13

¶14

3.) 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 2^nd August, 2014, interalia stating in Paragraph 2 of the said Additional 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.

¶15

Irishman Steels Private Limited v. -

Case brief

What is this about?

What did the court decide?

Irishman Steels 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

Similar cases

M/S.Prime Lifestyle Vs M/S.Elder Instruments Pvt.Ltd, Cin NO.U29120MH1993PTC074117

M/S.Bajaj Healthcare Ltd. Vs M/S.Camlin Fine Sciences Ltd., Cin NO.L74100MH1993PLC075361

Bright Business Services Private Limited Vs Elder Instruments Private Limited Cin No. U29120MH1993PTC074117.

Gopesh Commercials Pvt. Ltd. Vs -

M/S. Ishi Marketing and Advertising Pvt. Ltd. and 4 Ors. Vs M/S. Oracle Home Textile Ltd. (Cin U70102MH1985PLC036047)

Balkrishna Ganesh Thite Vs Official Liquidator of M/S. Swastik Rubber Products Ltd. (in Liqn.)