Disposed

Samarpan Properties and Construction Private Limited v. -

Bombay HC14 Feb 2014CSD/93/2014

Case brief

AI extract

What is this about?

Single-judge order dispensing with shareholder and creditor meetings and a separate scheme petition for the applicant in a large amalgamation, based on consents, absence of secured creditors, creditor undertakings, and the Transferee Company's subsidiary status.

What did the court decide?

Convening of shareholder and creditor meetings dispensed with; filing of separate Company Summons for Direction by Transferee Company dispensed with.

Samarpan Properties and Construction Private… — Insolvency and Bankruptcy | Bombay HC (2014)

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

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COMPANY SUMMONS FOR DIRECTION NO 93 OF 2014

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In the matter of the Companies Act, 1956 (1 of 1956);

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AND

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In the matter of Sections 391 to 394 of the Companies Act, 1956;

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AND In the matter of Scheme of Amalgamation of AAA Township Private Limited and Aman Infrastructure Private Limited and Argyll Hotel Private Limited and Delta Adventures and Entertainment Private Limited and Delta Hospitality and Entertainment Private Limited and Delta Hospitality and Leisure Private Limited and Samarpan Township Private Limited and Samarpan Properties and Construction Private Limited and Shree Mangesh Realty Private Limited and Victor Hotels and Motels Limited and Delta Leisure and Entertainment Private Limited with Delta Corp Limited and their respective shareholders

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SAMARPAN PROPERTIES AND CONSTRUCTION PRIVATE )

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Page 1 of 4

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LIMITED a company incorporated ) under the provisions of the ) Companies Act, 1956 and having ) its registered office at Bayside ) Mall, 2^nd Floor, opp. Sobo Central ) Mall, Tardeo Road, Haji Ali, ) Mumbai. Maharashtra – 400 034. ) ……..Applicant Company

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Called for Summons for Direction

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Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b. Rajesh Shah & Co. Advocates for the Applicant.

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Coram: G. S. Patel, J.

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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 Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 23^rd January, 2014 of Mr. Hitesh Kanani, Authorised Representative of the Applicant Company, in support of Summons for Direction and the exhibits therein referred to, IT IS ORDERED THAT :

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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 AAA Township Private Limited and Aman Infrastructure Private Limited and Argyll Hotel Private Limited and Delta Adventures and Entertainment Private Limited and Delta Hospitality and Entertainment Private Limited and Delta Hospitality and Leisure Private Limited and Samarpan Township Private Limited and Samarpan Properties and Construction Private Limited and Shree Mangesh Realty Private Limited and Victor

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Page 2 of 4

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Hotels and Motels Limited and Delta Leisure and Entertainment Private Limited with Delta Corp Limited and their respective shareholders, is dispensed with in view of the consents given by all the two Equity shareholders of the Applicant Company which are annexed as Exhibits ‘D1’ and ‘D2’ to the affidavit in support of the Summons for Direction.

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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 (12) of the affidavit in support of the Summons for Direction.

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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 AAA Township Private Limited and Aman Infrastructure Private Limited and Argyll Hotel Private Limited and Delta Adventures and Entertainment Private Limited and Delta Hospitality and Entertainment Private Limited and Delta Hospitality and Leisure Private Limited and Samarpan Township Private Limited and Samarpan Properties and Construction Private Limited and Shree Mangesh Realty Private Limited and Victor Hotels and Motels Limited and Delta Leisure and Entertainment Private Limited with Delta Corp Limited and their respective shareholders, is dispensed with in view of the averment made in paragraph (13) of the affidavit in support of the Summons for Direction interalia stating that the interest of Unsecured Creditors of the Applicant Company will not be affected by the proposed Scheme of Amalgamation, as the assets of the Transferee Company post amalgamation will be sufficient to discharge the liabilities of the Unsecured Creditors of the Applicant Company and that the Applicant Company undertakes to issue individual notice of hearing of the Petition by R.P.A.D to all its Unsecured Creditors and also to publish the same in two local newspapers i.e. Free

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Page 3 of 4

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Press Journal, in English language and translation thereof in Navshakti, in Marathi language having circulation in Mumbai. The said undertaking is accepted.

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In view of the averments made in paragraphs (14) to (17) of the affidavit in support of the Summons for Direction, interalia stating that the Applicant Company is an Indirect wholly owned subsidiary of the Transferee Company and all the shares of the Applicant Company are presently held by the Transferee Company through its subsidiary Delta Adventure and Entertainment Private Limited and jointly with its nominees and after the Scheme being sanctioned, no new shares are required to be issued to the members of the Applicant Company by the Transferee Company and since there is no reorganization of Share Capital in the Transferee Company M/s. Delta Corp Limited pursuant to the scheme and in view of the judgement of this Court in Mahaamba Investments Limited Vs IDI Limited (2001) Company Cases 105 filing of a separate Company Summons for Direction and Company Scheme Petition in relation to the aforesaid Scheme by the Transferee Company, Delta Corp Limited is dispensed with.

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(G. S. Patel, J.)

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Page 4 of 4

Samarpan Properties and Construction Private Limited v. -

Case brief

What is this about?

What did the court decide?

Samarpan Properties and Construction Private Limited v. -

Case brief

What is this about?

What did the court decide?

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