Disposed

Framework Consultants Pvt. Ltd. v. -

Bombay HC22 Apr 2016CSD/278/2016

Case brief

AI extract

What is this about?

A Company Summons application to dispense with the convening of shareholder and creditor meetings for approving a proposed scheme of amalgamation. The High Court accepted undertakings that shareholders consented, no secured creditors existed, and unsecured creditors would be individually notified via registered post and newspaper publication.

What did the court decide?

Convening of meetings of equity and secured creditors dispensed. Convening of meeting of unsecured creditors dispensed in view of individual notice undertaking and newspaper publication assurance. Und

Framework Consultants Pvt. Ltd. Vs - — Company and Corporate | Bombay HC (2016)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SUMMONS FOR DIRECTION NO. 278 OF 2016

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In the matter of Sections 391 to 394 of the

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Companies Act, 1956

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AND

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In the matter of Scheme of Amalgamation of Poornima Commercial Private Limited and Western Bizcon Services Limited with Framework Consultants Private Limited and their Respective Shareholders

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Framework Consultants Private Limited	}
A Company incorporated under the provisions of	}
The Companies Act, 1956 having its Registered Office	}
at–Flat No. 701, I - Wing, Palm Court, Link Road,	}
Malad–West, Mumbai 400 064	}
Maharashtra, India	}

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….. Applicant Company

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Called Summons for Direction for Hearing

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Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant

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Coram: B. P. Colabawalla, J Date: 22^nd 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 Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21^st day of January 2016 of Mr. Shashank Joshi , Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:

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That 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 Poornima Commercial Private Limited and Western Bizcon Services Limited with Framework Consultants Private Limited and their Respective Shareholders is dispensed with in view of consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘G1’ and ‘G2’ to the Affidavit in support of the Summons for Direction. The said undertaking is accepted.

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That there are no Secured Creditors in the Applicant Company as stated in paragraph 14 of the Affidavit in support of Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors of the Applicant Company does not arise. The said undertaking is accepted.

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That 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 Poornima Commercial Private Limited and Western Bizcon Services Limited with Framework Consultants Private Limited and their Respective Shareholders is

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dispensed with in view of averments made in paragraph 15 of the Affidavit in support of Company Summons for Direction, inter-alia stating that the present Scheme is an arrangement between the Applicant Company and its shareholders in accordance with the provisions of Section 391(1) (b) of the Companies Act, 1956 and not in accordance with the provisions of Section 391(1) (a) of the Companies Act, 1956 as there is no arrangement and/or compromise with the creditors as no sacrifice is called for from the creditors and that the Applicant Company undertakes to issue individual notices to all its Unsecured Creditors by Registered Post AD/Airmail and also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and translation thereof in ‘Navshakti in Marathi language, both circulated 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

Framework Consultants Pvt. Ltd. v. -

Case brief

What is this about?

What did the court decide?

Framework Consultants Pvt. Ltd. v. -

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

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Statutes considered

Parties & counsel

Coram

Case details

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