Savannah Hotels Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 229 OF 2015 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 Savannah Hotels Private Limited with Desai Brothers Ltd. and their Respective Shareholders Savannah Hotels Private Limited a Company incorporated } Under the provisions of companies Act, 1956 having its } Registered office at Desai House, 177/2, Dhole Patil road, } Pune 411 001 Maharashtra, India }..Applicant Company Called Summons for Directions for hearing Mr. Hemant Sethi with Mr. Ajit Singh Tawar i/b. Hemant Sethi & Co., for Applicant
Coram: S. J. Katahwalla, J.
Date: 20th March 2015 MINUTES OF THE ORDER 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 16th day of February, 2015 of Ms. Tanaya Hadap, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED THAT: 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 modification(s), the proposed Scheme of Amalgamation of Savannah Hotels Private Limited with Desai Brothers Ltd. and their Respective Shareholders, is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits "G-1" and "G-2" to the Affidavit in support of the Summons for Directions. 2.
The convening and holding the meeting of the Secured 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 Savannah Hotels Private Limited with Desai Brothers Ltd.
and their Respective
Shareholders, is dispensed with in view of averments made in paragraph 17 of the Affidavit in support of the Summons for Directions inter-alia stating that the present Scheme of Amalgamation is an arrangement between the Applicant Company and its Shareholders as contemplated under Section 391(l) (b) and not in accordance with the provisions of Section 391(l) (a) of the Companies Act, 1956, as there is no compromise and/or arrangement with the creditors as no sacrifice is called for and it will not be affected adversely with the proposed Scheme of Amalgamation as post arrangement, the assets of the Applicant company will be far in excess of the liabilities and sufficient to discharge the liabilities and that the Applicant Company undertakes to issue individual notice of the date of hearing of Company Scheme Petition to its Secured Creditor and also publish the same in 'Economic Times' in English language and translation thereof in 'Maharashtra Times' in Marathi Language both having circulation in Pune. The said undertaking is accepted.
3.
The convening and holding the meeting of the Unsecured Optionally Fully Convertible Debenture holders 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 Savannah Hotels Private Limited with Desai Brothers Ltd. and their Respective Shareholders, is dispensed
with in view of averments made in paragraph 18 of the Affidavit in support of the Summons for Directions inter-alia stating that the present Scheme of Amalgamation is an arrangement between the Applicant Company and its Shareholders as contemplated under Section 391(l) (b) and not in accordance with the provisions of Section 391(l) (a) of the Companies Act, 1956, as there is no compromise and/or arrangement with the Unsecured Optionally Fully Convertible Debenture holder as no sacrifice is called for and it will not be affected adversely with the proposed Scheme of Amalgamation as post arrangement, the assets of the Applicant company will be far in excess of the liabilities and sufficient to discharge the liabilities and that the Applicant Company undertakes to issue individual notice of the date of hearing of Company Scheme Petition to its Unsecured Optionally Fully Convertible Debenture holder and also publish the same in 'Economic Times' in English language and translation thereof in 'Maharashtra Times' in Marathi Language both having circulation in Pune.
The said undertaking is accepted. 4.
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 Savannah Hotels Private Limited with Desai Brothers Ltd. and their Respective Shareholders, is dispensed with in view of
averments made in paragraph 19 of the Affidavit in support of the Summons for Directions inter-alia stating that the present Scheme of Amalgamation is an arrangement between the Applicant Company and its Shareholders as contemplated under Section 391(l) (b) and not in accordance with the provisions of Section 391(l) (a) of the Companies Act, 1956, as there is no compromise and/or arrangement with the creditors as no sacrifice is called for and it will not be affected adversely with the proposed Scheme of Amalgamation as post arrangement, the assets of the Applicant company will be far in excess of the liabilities and sufficient to discharge the liabilities and that the Applicant Company undertakes to issue individual notice of the date of hearing of Company Scheme Petition to all its Unsecured Creditor and also publish the same in 'Economic Times' in English language and translation thereof in 'Maharashtra Times' in Marathi Language both having circulation in Pune. The said undertaking is accepted.
5.
The Applicant Company is wholly owned subsidiary of the Transferee Company and there is no re-organization of share capital of the Transferee Company and no new shares are being issued by the Transferee Company as all shares will be cancelled as per Clause 14 of the Scheme and rights of creditors of Transferee Company are not affected as mention in paragraphs 20 & 21 of the Affidavit in support of Summons for
Direction and also in view of observations made by this court in Mahaamba Investment Ltd verses IDI Limited (2001) 105 Co cases page 16 to 18, the filing of separate Company Summons for Direction and Company Scheme Petition under Section 391 and 394 of the Companies Act, 1956 by Desai Brothers Ltd., the Transferee Company is dispensed with.
(S. J. Kathawalla, J.)