Disposed

Gammon Engineers and Contractors Pvt. Ltd. v. --

Bombay HC2 Dec 2016CSD/992/2016

Case brief

AI extract

What is this about?

On an application under the Companies Act, the Bombay High Court dispensed with the requirement to convene meetings of shareholders and unsecured creditors for approving a scheme of arrangement between Gammon India Limited and Gammon Engineers and Contractors Private Limited, given unanimous consent and absence of secured creditors. The court directed the applicant to give individual notice to the

What did the court decide?

Meeting of equity shareholders dispensed with due to consent; meeting of unsecured creditors dispensed with but public notice in newspapers and individual notice to sole unsecured creditor directed.

Gammon Engineers and Contractors Pvt. Ltd. Vs -- — Company and Corporate | Bombay HC (2016)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SUMMONS FOR DIRECTION NO 992 OF 2016

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In the matter of the Companies Act, 1956 (1 of 1956) (or any re-enactment thereof upon effectiveness of 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 and other relevant provisions of the Companies Act, 2013;

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AND

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In the matter of Scheme of Arrangement between Gammon India Limited (‘the Transferor Company’) AND Gammon Engineers and Contractors Private Limited (‘‘the Transferee Company’)

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AND Their Respective Shareholders and Creditors

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)

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GAMMON ENGINEERS AND ) CONTRACTORS PRIVATE LIMITED, ) (CIN : U45100MH2014PTC260191) a ) company incorporated under the ) Companies Act, 1956 and having its ) registered address at Gammon House, ) Veer Savarkar Marg, Prabhadevi, ) Mumbai 400 025

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) ……Applicant Company

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Called Summons for Directions

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

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Page 1 of 3

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Coram: S C Gupte, J Date: 2^nd December 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 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 16^th day of November, 2016 of Ms. Nishad Datar, Company Secretary of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT :

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1. 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 modifications, the proposed Scheme of Arrangement between Gammon India Limited and Gammon Engineers and Contractors Private Limited and their respective Shareholders and Creditors is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘H1’ to ‘H2’ to the affidavit in support of the Company Summons for Direction.

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1. As mentioned in paragraph 12 of the affidavit in support of the Company Summons for Directions, there are no secured creditors in

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Page 2 of 3

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the Applicant Company. Hence the question of convening and holding of meetings does not arise.

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The convening and holding the meeting of the Unsecured Creditor of the Applicant for the purpose of considering and if thought fit, approving with or without modifications, the proposed Scheme of Arrangement between Gammon India Limited and Gammon Engineers and Contractors Private Limited and their respective Shareholders and Creditors is dispensed with in view of the averment made in paragraph 13 of the affidavit in support of the Company Summons for Direction, inter alia stating that the Unsecured Creditor will be paid off in the ordinary course of business by the Applicant Company and that the Applicant Company undertakes to issue individual notice of hearing of the Petition by R.P.A.D to its sole Unsecured Creditor and the Applicant Company also undertakes to publish the notice of hearing of the Petition in two local newspapers i.e. Free Press Journal in English language and translation thereof in Navshakti, in Marathi language having circulation in Mumbai.

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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 original signed order. Uploaded by: Shankar Gawde, Stenographer.

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Page 3 of 3

Gammon Engineers and Contractors Pvt. Ltd. v. --

Case brief

What is this about?

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Gammon Engineers and Contractors Pvt. Ltd. v. --

Case brief

What is this about?

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