Disposed

Suvi Info Management (Indore) Pvt. Ltd. v. -

Bombay HC16 Apr 2016CSD/219/2016

Case brief

AI extract

What is this about?

The Bombay High Court dispensed with the requirements to convene meetings and issue notices for shareholders and creditors regarding a scheme of amalgamation under Sections 391-394 of the Companies Act, 1956, due to existing consents.

What did the court decide?

Dispensed with convening meetings of shareholders and creditors, issuing notices, or publishing in newspapers/ Gazette for the amalgamation scheme due to existing consents.

Suvi Info Management (Indore) Pvt. Ltd. Vs - — Specific Performance | Bombay HC (2016)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 219 OF 2016

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In the matter of 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

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In the matter of Scheme of Amalgamation of Suvi Info Management (Indore) Private Limited CIN#U72200MH2006PTC181004)

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(“the Transferor Company”)

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with

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Jagran Prakashan Limited (CIN#L22219UP1975PLC004147) (“the Transferee Company”) and their respective shareholders and creditors.

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SUVI INFO MANAGEMENT (INDORE) PRIVATE LIMITED , a company incorporated under the provisions of Companies Act, 1956 and having its registered office at Flat No. 9, B Wing, Sushila Sadan, Opp. Shoppers Stop, Linking Road, Bandra West, Mumbai – 400050, Maharashtra, India

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..... Applicant Company

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Called for Summons for Direction

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Anil Fernandes & Associates, Advocates for the Applicant.

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Coram: B. P. Colabawalla, J. Date: 16^th 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 Adv. Anil Fernandes, i/b Anil Fernandes & Associates, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 18^th November, 2015 of Mr. Sameer Gupta, Director of the Applicant Company, in support of Summons for Direction and the exhibits therein referred to, IT IS ORDERED THAT :

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THAT the convening and holding of the meeting of the Equity Shareholders of Suvi Info Management (Indore) Private Limited, the Applicant Company, for the purpose of considering, and if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation of Suvi Info Management (Indore) Private Limited with Jagran Prakashan Limited and their respective shareholders is dispensed with, in view of the consents given by the Equity Shareholders being the 100% holding company as per their letters of consent annexed and marked as EXHIBIT- ‘K’ to ‘Q’ to the Affidavit dated 18^th November, 2015 of Mr. Sameer Gupta, Director of the Applicant Company in support of the Company Summons for Directions.

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THAT convening and holding of the meeting of the Unsecured Creditors of the Applicant Company (other than OCD Holder), for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation of Suvi Info Management (Indore) Private Limited with Jagran Prakashan Limited and their respective shareholders and creditors is dispensed with in view of averments made in paragraph 18 of Affidavit dated 18^th November, 2015 of Mr. Sameer Gupta, Director of the Applicant Company in support of Summons for Directions;

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THAT there are no Secured Creditors in the Applicant Company, as stated in paragraph 19 of the Affidavit in support of Company Summons of Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise.

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THAT convening and holding of the meeting of the Optionally Convertible Debenture Holder of Suvi Info Management (Indore) Private Limited, the Applicant Company, for the purpose of considering, and if thought fit, approving with or without modification(s) the proposed Scheme of Amalgamation of Suvi Info Management (Indore) Private Limited with Jagran Prakashan Limited and their respective shareholders is dispensed with, in view of the consents given by the Optionally Convertible Debenture Holder, being the 100% holding company as per their Original letters of consent

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annexed and marked as EXHIBIT – “S” to the Affidavit dated 18^th November, 2015 of Mr. Sameer Gupta, Director of the Applicant Company in support of the Company Summons for Directions.

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THAT there are no Unsecured Creditors in the Applicant Company, as stated in paragraph 19 of the Affidavit in support of Company Summons of Direction, and in view of prayer in clause a, b, c & d of the Summons for Directions, issue of individual notices to the members and creditors and publication of notices convening the meeting in the newspapers and also in the Maharashtra Government Gazette is dispensed with.

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C E R T I F I C A T E

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

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signed order.

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Uploaded by : Shankar Gawde, Stenographer

Suvi Info Management (Indore) Pvt. Ltd. v. -

Case brief

What is this about?

What did the court decide?

Suvi Info Management (Indore) 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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