Allowed

Aaa Home Entertainment Services Pvt. Ltd. v. -

Bombay HC1 Apr 2016CSD/193/2016

Case brief

AI extract

What is this about?

This is a call case under the Companies Act, 1956 for a direction regarding a proposed scheme of amalgamation. The court dispensed with the requirement of convening meetings for equity shareholders and unsecured creditors based on their consent and the applicant's undertaking to notify them individually and publish the scheme in newspapers.

What did the court decide?

Dispensed with the convening of meetings for equity shareholders, secured creditors, and unsecured creditors, accepting the applicant's undertaking to notify creditors individually and publish notices

Aaa Home Entertainment Services Pvt. Ltd. Vs - — Company and Corporate | Bombay HC (2016)

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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. 193 OF 2016.

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In the matter of the Companies Act, 1 of 1956 and other relevant provisions of the Companies Act, 2013;

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AND

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In the matter of Sections 391 to 394 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 2013;

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AND

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In the matter of Scheme of Amalgamation between AAA ADVERTISEMENT PRIVATE LIMITED, the First Transferor Company and AAA HOME ENTERTAINMENT SERVICES PRIVATE LIMITED, the Second Transferor Company and ALPSOFT TECHVENTURES PRIVATE LIMITED, the Third Transferor Company and WHITEHILLS MERCANTILE PRIVATE LIMITED, the Fourth Transferor Company and QUADRO MERCANTILE PRIVATE LIMITED, the Fifth Transferor Company with RELCOM SOFTWARE SOLUTIONS PRIVATE LIMITED, the Transferee Company.

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AAA HOME ENTERTAINMENT ) SERVICES PRIVATE LIMITED, a ) company incorporated under the ) Companies Act, 1956 having its ) registered office at 502, Plot No. ) 91/94, Prabhat Colony, Santacruz ) (East), Mumbai – 400 055.

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) …Applicant Company.

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Page 1 of 4

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Called Summons for Direction for hearing

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Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant

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Coram: B. P. Colabawalla J.

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Date: 1^st April, 2016

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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 M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 2^nd February, 2016 Mr. Pushkar Marathe Jointly with Mr. Pramod Satam, Authorised Signatories of the Applicant Company, in support of the Summons for Direction and the Exhibit 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 between AAA ADVERTISEMENT PRIVATE LIMITED, the First Transferor Company and AAA HOME ENTERTAINMENT SERVICES PRIVATE LIMITED, the Second Transferor Company and ALPSOFT TECHVENTURES PRIVATE LIMITED, the Third Transferor Company and WHITEHILLS MERCANTILE PRIVATE LIMITED, the Fourth Transferor Company and QUADRO MERCANTILE PRIVATE LIMITED, the Fifth Transferor Company with RELCOM SOFTWARE SOLUTIONS PRIVATE LIMITED, the Transferee Company is dispensed with in

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Page 2 of 4

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view of the consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘C-1’ and ‘C-2’ to the Affidavit in support of Summons for Direction.

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The question of convening and holding of the meeting of Secured Creditors does not arise since there are no Secured Creditors of the Applicant Company as stated in paragraph 37 of the Affidavit in support of Summons for Direction.

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The convening and holding of 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 between AAA ADVERTISEMENT PRIVATE LIMITED, the First Transferor Company and AAA HOME ENTERTAINMENT SERVICES PRIVATE LIMITED, the Second Transferor Company and ALPSOFT TECHVENTURES PRIVATE LIMITED, the Third Transferor Company and WHITEHILLS MERCANTILE PRIVATE LIMITED, the Fourth Transferor Company and QUADRO MERCANTILE PRIVATE LIMITED, the Fifth Transferor Company with RELCOM SOFTWARE SOLUTIONS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averments made in paragraph 39 of the Affidavit in support of the Summons for Direction and that the Applicant undertakes to issue individual notice of date of hearing of the Company Scheme Petition by Registered Post A. D. to its all Unsecured Creditors and also to publish the same in two local

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Page 3 of 4

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news papers viz. “Free Press Journal”, in English language and translation thereof in “Navshakti”, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted.

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(B. P. Colabawalla, J.)

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CERTIFICATE

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I certify that this Order uploaded is a true and correct copy of original signed order.

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Uploaded by : Shankar Gawde, Stenographer.

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Page 4 of 4

Aaa Home Entertainment Services Pvt. Ltd. v. -

Case brief

What is this about?

What did the court decide?

Aaa Home Entertainment Services 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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