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Bombay High CourtCSD/126/2015disposed off

L And T Housing Finance Limited v. 0

2015-02-13Hon'Ble Shri Justice S.J. Kathawalla4 pages

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 126 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 CONSUMER FINANCIAL SERVICES LIMITED, into and with L&T HOUSING FINANCE LIMITED, and Their Respective Shareholders and Creditors L&T Housing Finance Limited, a Company ) incorporated under the Companies Act, 1956, ) and having its registered office at L&T House, ) Narottam Moraji Marg, Ballard Estate, ) Mumbai- 400 001 ) ... Applicant Company

Called Summons for Direction for hearing Mr.Karthik Somasundram a/w Mr.Ashish Pyasi and Mr.Anirban Sen i/b. M/s Krishnamurthy and Co., Advocates for the Applicant Coram: S.J. Kathawalla, J.

Date: 13th February, 2015 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr.Karthik Somasundram instructed by M/s. Krishnamurthy and Co., Advocates for the Applicant Company, AND UPON READING THE AFFIDAVIT DATED 23rd December, 2014 Mr. Jaymeen Shah, Authorised Signatory of the Applicant Company, in support of the Summons for Directions and the Exhibit therein referred, IT IS ORDERED:-

1. That the convening and holding of 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 CONSUMER FINANCIAL SERVICES LIMITED, into and with L&T HOUSING FINANCE LIMITED, and Their Respective Shareholders and Creditors, is dispensed with in view of the consent given by all the Seven Equity Shareholders of the Applicant Company, which are annexed as Exhibits 'R' to 'X' to the Affidavit in support of the Summons for Direction.

2. That convening and holding of the meeting of the Secured Creditor 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 CONSUMER FINANCIAL SERVICES LIMITED, into and with L&T HOUSING FINANCE LIMITED, and Their Respective Shareholders and Creditors, is dispensed with in view of the averment made in paragraph 21 of the Affidavit in support of the Summons for Directions inter alia stating that the rights of the Secured Creditors(s) of the Applicant Company is concerned, submits that post giving effect to this Scheme the value of the Applicant Company and its assets will be far in excess of its liabilities and other business obligations and that the interest of its Secured Creditor(s) will not be adversely effected by the present Scheme, and that the Applicant Company undertakes to issue individual notice of the date of hearing of the Petition by Registered Post A. D. to all its Secured Creditor and undertakes to publish the same in two newspapers viz. 'Free Press Journal' in English language and translation thereof in 'Navshakti', in Marathi language, both having circulation in Mumbai. The said undertaking is accepted.

3. That convening and holding of 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 CONSUMER FINANCIAL SERVICES LIMITED, into and with L&T HOUSING FINANCE LIMITED, and Their Respective Shareholders and Creditors is dispensed with, in view of the averment made in paragraph 22 of the Affidavit in support of the Summons for Directions inter alia stating that the rights of the Unsecured Creditors(s) of the Applicant Company is concerned, that post giving effect to this Scheme the value of the Applicant Company and its assets will be far in excess of its liabilities and other business obligations and that the interest of its Unsecured Creditor(s) will

not be adversely effected by the present Scheme, and that the Applicant Company undertakes to issue individual notice of the date of hearing of the Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in two newspapers viz. 'Free Press Journal' in English language and translation thereof in 'Navshakti', in Marathi language, both having circulation in Mumbai. The said undertaking is accepted.

(S. J. Kathawalla, J.)