Disposed

Mangal Keshav Financial Services Limited v. -

Bombay HC29 Sept 2016CSD/800/2016

Case brief

AI extract

What is this about?

The High Court dispensed with the need to convene meetings of equity shareholders and creditors for a Scheme of Arrangement between two companies. It held that since all equity shareholders consented and no sacrifice was required from creditors, the arrangement fell under Section 391(1)(b). Creditors would be notified directly.

What did the court decide?

Meeting of shareholders and creditors dispensed with; Company undertakes to notify unsecured creditors by R.P.A.D. and publish notices in newspapers.

Mangal Keshav Financial Services Limited 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 800 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 read with Sections

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100 to 104 and other applicable provisions of the Companies Act, 1956 and Section 52 and other applicable notified provisions of the Companies Act, 2013

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AND

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In the matter of Scheme of Arrangement between Mangal Keshav Securities Limited And Mangal Keshav Financial Services Limited and their respective

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Shareholders and Creditors

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Mangal Keshav Financial Services Limited, } a Company incorporated under the provisions } of Companies Act, 1956 having its registered office } at 501, Heritage Plaza, J.P Road, } Opp. Indian Oil Colony, Andheri (W), } Mumbai – 400 053 }…Applicant Company

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Called Summons for Direction for Hearing

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Mr. Hemant Sethi with Mr. Ajit Singh Tawar i/b. Hemant Sethi & Co., Advocates for the Applicant Company

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CORAM: A.K. Menon, J

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DATE: 29^TH September 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 8^th day of August , 2016 of Mr. Ajay Shah Director of the Applicant Company, in support of Company Summons for Direction, and the Exhibits there in 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 Arrangement between Mangal Keshav Securities Limited And Mangal Keshav Financial Services Limited and their respective Shareholders and Creditors is dispensed with, in view of consents given by all the seven Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G1” to “G7” to the Affidavit in support of the Company Summons for Direction.

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There are no Secured Creditors in the Applicant Company as stated in paragraph 12 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 Arrangement between Mangal Keshav Securities Limited And Mangal Keshav Financial Services Limited and their respective Shareholders and Creditors is dispensed with, in view of averments made in paragraph 13 of the affidavit in support of Company Summons for Direction, interalia stating that present Scheme of Arrangement is an arrangement between the Applicant Company and its Shareholders as contemplated under 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 issue individual notice of the date of hearing of the Petition to all its Unsecured creditors by R.P.A.D. and also publish notices of the date of hearing of petition in

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‘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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CERTIFICATE

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I certify that this Order uploaded is a true and correct copy of original signed order. Uploaded by: Shankar Gawde, Stenographer

Mangal Keshav Financial Services Limited v. -

Case brief

What is this about?

What did the court decide?

Mangal Keshav Financial Services Limited v. -

Case brief

What is this about?

What did the court decide?

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