Disposed

Merial India Pvt. Ltd. v. -

Bombay HC15 Apr 2016CSD/273/2016

Case brief

AI extract

What is this about?

In a scheme of amalgamation petition under the Companies Act, 1956, the Bombay High Court dispensed with convening meetings for equity shareholders and unsecured creditors. The court accepted undertakings to notify creditors and noted no secured creditors existed.

What did the court decide?

The convening and holding of meetings of equity shareholders and unsecured creditors for the approval of the scheme of amalgamation was dispensed with.

Merial India 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. 273 OF 2016

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In the matter of the Companies Act of 1956 (Or reenactment Thereof upon Effectiveness of 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 (Or re-enactment Thereof upon Effectiveness of Relevant Provisions of the Companies Act, 2013);

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AND

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In the matter of Merial India Private Limited;

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AND

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In the matter of Scheme of Amalgamation of Genzyme India Private Limited (First Transferor Company) and Merial India Private Limited (Second Transferor Company) with Sanofi - Synthelabo (India) Private Limited (Transferee Company) and their respective Shareholders and Creditors.

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Merial India Private Limited , a company ) incorporated under the Companies Act, ) 1956 having its registered office at Sanofi ) House, CTS No.117-B, L&T Business Park, ) Saki Vihar Road, Powai, Mumbai 400072, ) Maharashtra, India. ) … Applicant Company.

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Called for Direction

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Ms. Alpana Ghone along with Mr. Arvind Talgaonkar i/b M/s. Crawford Bayley & Co., Advocates for Applicant.

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Coram: B. P. Colabawalla J. Dated: 15^th April, 2016

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MINUTES OF THE ORDER

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Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Alpana Ghone i/b. M/s. Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavits dated 22^nd January, 2016 of Mr. Krishnaswami Subramani, Authorised Person of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:-

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That convening and holding a 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 Genzyme India Private Limited (First Transferor Company) and Merial India Private Limited (Second Transferor Company) with Sanofi - Synthelabo (India) Private Limited (Transferee Company) and their respective Shareholders and Creditors is dispensed with, in view of the consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits “D-1” and “D-2” respectively to the Affidavit in support of Summons for Direction.

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That there are no Secured Creditors of the Applicant Company as stated in paragraph 27 of the Affidavit in support of Summons for direction. Hence the question of convening and holding the meeting of the Secured Creditors of the Applicant Company does not arise.

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That convening and holding a 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 Genzyme India Private Limited (First Transferor Company) and Merial India Private Limited (Second Transferor Company) with Sanofi - Synthelabo (India) Private Limited (Transferee Company) and their respective Shareholders and Creditors is dispensed with, in view of the averments made in paragraphs 28 and 29 of the Affidavit in support of Summons for direction inter-alia stating that, so far as Unsecured Creditors of the Applicant Company are concerned, they will be paid off in the ordinary course of business and will not be affected by the proposed Scheme of Arrangement and the fact that the assets of the Transferee Company after the proposed amalgamation will be far more than its liabilities and the fact that there is no compromise or

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arrangement with the Unsecured Creditors of the Applicant Company and that the Applicant Company undertakes to issue an individual notice of final hearing of the Company Scheme Petition to all its Unsecured Creditors by R.P.A.D. and also to publish the notice of final hearing of the Company Scheme Petition in two local newspaper viz ‘Free Press Journal’ in English language and translation thereof ‘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.

Merial India Pvt. Ltd. v. -

Case brief

What is this about?

What did the court decide?

Merial India 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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