Disposed

Stonewood Cem-Fab (India) Pvt. Ltd. v. ------------------------------------------

Bombay HC13 Feb 2009CA/183/2009

Case brief

AI extract

What is this about?

Company petition concerning a scheme of amalgamation. The High Court dispensed with the requirement of convening meetings of equity and unsecured shareholders and creditors, and the filing by the transferee, relying on affidavits showing unanimous consents of all stakeholders.

What did the court decide?

Dispensed with convening meetings of equity and unsecured shareholders and creditors, and with the transferee company's filing of the application/petition, due to existing consents.

Stonewood Cem-Fab (India) Pvt. Ltd. Vs… — Specific Performance | Bombay HC (2009)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 183 OF 2009

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In the matter of the Companies Act, I of 1956

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and

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In the matter of Section 391 to 394 of the Companies Act, 1956;

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and

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In the matter of Scheme of Amalgamation of Stonewood Cem-Fab (India) Private Limited with Sharon Bio-Medicine Limited

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Stonewood Cem-Fab (India) Private Limited a company incorporated under the Companies Act,1956 having its registered office at Sharoin House, Plot No.163, Park Street, Smt Jankidevi Public School Road, S.V.P.Nagar, Andheri (W) Mumbai-400053.

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.. Applicant company

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Called Summons for direction

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Coram: S.J.Vazifdar, J Date: 13^th February, 2009 Mr.Rajesh Shah i/b M/s Rajesh Shah & Co for the Applicant

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MINUTES OF THE ORDER

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UPON the application of the Applicant Company abovenamed by a Summons for Directions

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AND UPON HEARING Mr.Rajesh Shah instructed by M/s Rajesh Shah & Co Advocate for the Applicant company AND UPON READING the Affidavit dated 5^th day of February 2009 of Mr.Nandkishore Uniyal, Executive of the Applicant company in support of the Summons for Directions,, it is ORDERED:

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That the convening and holding the meeting of the Equity Shareholders of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of STONEWOOD CEM-FAB (INDIA) PRIVATE LIMITED” the Applicant /Transferor company” with SHARON BIO MEDICINE LIMITED the transferee company is dispensed within view of the consents given by all the

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Equity shareholders of the Applicant company which are annexed as Exhibits “F-1 and F-2” to the Affidavit in support of the Summons for Direction.

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2.There are no Secured Creditors of the Applicant company as mentioned in paragraph 15of the Affidavit in support of Summons for Directions, hence the question of convening and holding the meeting of Secured Creditors does not arise.

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that the convening and holding the meeting of the Unsecured Creditors of the Applicant company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation STONEWOOD CEM- FAB (INDIA)PRIVATE LIMITED “The applicant /transferor company with SHARON BIO-MEDICINE LIMITED the transferee company is

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dispensed with in view of the consents given by all

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the Unsecured Creditors of the Applicant company which are annexed as Exhibits “G-1 to G-7” to the Affidavit in support of the Summons for Direction.

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That the filing of the Application and Petition by the Transferree company is dispensed withinviewof theaverments made in paragrapohi 18of the Affidavit in suportr oftheSummons forDirection.

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COMPANY JUDGE

Stonewood Cem-Fab (India) Pvt. Ltd. v. ------------------------------------------

Case brief

What is this about?

What did the court decide?

Stonewood Cem-Fab (India) 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

Case details

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