Disposed

Nandalal Fruit Processors Private Limited v. 0

Bombay HC3 Jul 2015CSD/494/2015

Case brief

AI extract

What is this about?

The High Court dispensed with convening meetings for equity shareholders and creditors regarding a scheme of amalgamation. Shareholder meetings were waived due to full consent. Creditor meetings were waived based on creditor rights remaining unaffected, subject to specific notice undertakings accepted by the court.

What did the court decide?

Meeting of equity shareholders dispensed due to consent. Meetings of secured and unsecured creditors dispensed; applicant undertook to notify creditors and publish notices.

Nandalal Fruit Processors Private Limited Vs 0 — Company and Corporate | Bombay HC (2015)

¶1

¶2

IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 494 OF 2015

¶3

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

¶4

AND

¶5

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

¶6

AND

¶7

In the matter of Scheme of Amalgamation of Nandalal Fruit Processors Private Limited

¶8

WITH

¶9

Kamdhenu Pickles and Spices Industries Private Limited

¶10

AND

¶11

Their respective shareholders

¶12

Nandalal Fruit Processors Private Limited ) a company incorporated under ) the Companies Act, 1956 ) having its registered at ) 1379 Bhayani Pethkrishi, ) Bhayan, Pune 411042 ) … Applicant Company

¶13

Called for Summons for Directions for hearing

¶14

Mr. Abhimanyu Kharote, i/b. Ms. Prachi Manekar & Mr. Shalabh Krishnan,

¶15

Advocates for the Applicant

¶16

¶17

Coram: S. C. Gupte J. Date: 03^rd July, 2015

¶18

MINUTES OF THE ORDER

¶19

UPON the Application of the Applicant Company above named by a Company Summons for Directions AND UPON HEARING Mr. Abhimanyu Kharote instructed by Ms. Prachi Manekar & Mr. Shalabh Krishnan, Advocates for the Applicant Company AND UPON READING the Affidavit dated 5^th January, 2015 of Mr. Narendra Nensukh Navlakha, Director of the Applicant Company, in support of Company Summons for Directions and the Exhibits therein referred to, IT IS ORDERED THAT:

¶20

The convening and holding of 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 Nandalal Fruit Processors Private Limited with Kamdhenu Pickles and Spices Industries Private Limited and their respective Shareholders, is dispensed with in view of the consent given by all the five Equity Shareholders of the Applicant Company, which are annexed as Exhibits C-1 to C-5 to the Affidavit in support of Company Summons for Direction.

¶21

The convening and holding of meeting of the Secured 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 Nandalal Fruit Processors Private Limited with Kamdhenu Pickles and Spices Industries Private Limited and their respective Shareholders, is dispensed with in view of the averment made in Paragraph 14 of the Affidavit in support of the Company Summons for Directions inter alia stating that there is no arrangement and/or compromise with the Secured Creditors and their rights will not be affected by the proposed Scheme of Amalgamation and

¶22

¶23

the Applicant Company undertakes to issue individual notice of the date of hearing of the Company Scheme Petition by R.P.A.D to all its Secured Creditors and also publish the same in two local daily newspapers viz ‘Economic Times’ in English language and translation thereof in ‘Maharashtra Times’ in Marathi language, both having circulation in Pune. The said undertaking is accepted.

¶24

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 Nandalal Fruit Processors Private Limited with Kamdhenu Pickles and Spices Industries Private Limited and their respective Shareholders, is dispensed with in view of the averment made in Paragraph 15 of the Affidavit in support of the Company Summons for Directions inter alia stating that there is no arrangement and/or compromise with the Unsecured Creditors and their rights will not be affected by the proposed Scheme of Amalgamation and the Applicant Company undertakes to issue individual notice of the date of hearing of the Company Scheme Petition by R.P.A.D to all its Unsecured Creditors and also publish the same in two local daily newspapers viz ‘Economic Times’ in English language and translation thereof in ‘Maharashtra Times’ in Marathi language, both having circulation in Pune. The said undertaking is accepted.

Nandalal Fruit Processors Private Limited v. 0

Case brief

What is this about?

What did the court decide?

Nandalal Fruit Processors Private Limited v. 0

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

Thomas Cook Insurance Services (India ) Limited Vs 0

Mrs. Mahalaxmi Joginder Singh Kahaan Vs M/S. Garuda Keepers India Pvt. Ltd. Company

Sunil Healthcare Ltd. Vs Rusi Pharma Pvt. Ld. Cin No. U24230MH1992PTC069066

Carlson Hotels (South Asia) Pvt. Ltd. Vs Phadnis Resorts and Spa India Limited Cin No. U55101PN2003PLC018217

Radisson Hotels Vs Phandis Resorts and Spa India Limited (Previously Known as Sahil Resorts Agrifields and Farms P. L.

Kamdhenu Pickles and Spices Inudstries Private Limited Vs 0