Disposed

Saurer Textile Solutions Pvt. Ltd. v. -

Bombay HC29 Apr 2016CSD/351/2016

Case brief

AI extract

What is this about?

The High Court, dealing with a Company Summons for Direction, dispensed with the need to convene meetings of equity shareholders and unsecured creditors for a proposed Scheme of Amalgamation, accepting that rights of creditors are unaffected under Section 391(1)(b).

What did the court decide?

Convening of meetings for equity and unsecured shareholders/creditors is dispensed with; undertaking to issue notices accepted.

Saurer Textile Solutions 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. 351OF 2016

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In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Zinser Textile Systems Private Limited with Saurer Textile Solutions Private Limited and their Respective Shareholders

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Saurer Textile Solutions Private Limited, a } A company incorporated under the provisions } Of Companies act, 1956 having its Registered } office at Unit 1002, 10^th Floor, Peninsula Tower 1, } Peninsula Corporate Park, Ganpatrao Kadam Marg, } Lower Parel (West), Mumbai 400013; }…..Applicant

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Called Summons for Direction

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Mr. Hemant Sethi with Mr. Ajit Singh Tawar i/b. M/s Hemant Sethi & Co, for Applicant

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Coram: S.C.Gupte, J

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Date: 29^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 Directions AND UPON HEARING Mr. Hemant Sethi instructed by M/s. Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 1^ST day of March, 2016 of Mrs. Simantini Budukh, Company Secretary of the Applicant Company, in support of Summons for Directions, IT IS ORDERED:

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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 of Zinser Textile Systems Private Limited with Saurer Textile Solutions 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 ‘F1’ and ‘F2’ to the affidavit in support of the Summons for Directions.

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There are no Secured Creditors of the Applicant Company as stated in paragraph 11 of the Affidavit in support of Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise.

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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 Zinser Textile Systems Private Limited with Saurer Textile Solutions Private Limited and their Respective Shareholders is dispensed with in view of averments made in paragraph 12 of the Affidavit in support of Company Summons for Direction, inter-alia stating that rights of Unsecured Creditors are concerned they will not be affected as the present Scheme is an Arrangement between the Applicant Company and its shareholders as contemplated under

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Section 391(1)(b) and not in accordance with the provisions of Section 391(1)(a) of the Companies Act, 1956 as there is no Compromise and/or Arrangement with the Creditors as no sacrifice is called for and that the Applicant Company undertakes to serve notice of hearing of the Petition individually by R.P.A.D. to all its unsecured creditors and also publish the same in one issue each of 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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(S.C.Gupte, J)

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CERTIFICATE

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

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Uploaded by : Shankar Gawde, Stenographer

Saurer Textile Solutions Pvt. Ltd. v. -

Case brief

What is this about?

What did the court decide?

Saurer Textile Solutions 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

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