Disposed

Boon Investment and Trading Company Private Limited v. ---------------------------------

Bombay HC27 Aug 2010CSD/588/2010

Case brief

AI extract

What is this about?

The High Court of Bombay dispensed with the requirement to convene meetings of members and unsecured creditors to approve a Composite Scheme of Arrangement due to unanimous shareholder consent. It also dispensed with Section 101(2) procedures for share capital reduction as no liability diminution occurred.

What did the court decide?

Meeting of members and unsecured creditors dispensed with; procedure under Section 101(2) dispensed with; undertaking to pass Special Resolution.

Boon Investment and Trading Company Private Limited Vs… — Specific Performance | Bombay HC (2010)

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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.588 OF 2010.

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In the matter of the Companies Act1 of 1956 AND

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In the matter of Sections 391 to 394 read with sections 100 to 103 of the Companies Act, 1956

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AND

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In the matter of the Composite Scheme of Arrangement between

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Balabheem Investment and Trading Company Private Limited AND Jagatguru Investment and Trading Company Private Limited AND Varali Investment and Trading Company Private Limited AND Multilayer Films Limited AND Boon Investment and Trading Company Private Limited AND Jovial Investment and Trading Company Private Limited AND Venktesh Investment and Trading Company Private Limited.

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BOON INVESTMENT AND TRADING COMPANY ) PRIVATE LIMITED, a Company incorporated ) under the Companies Act, 1956 and having ) its Registered Office at 612, Raheja Chambers, ) Nariman Point ,Mumbai 400021 ) … APPLICANT

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Called Summons for Direction

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CORAM : S.J.KATHAWALLA ,J

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^th AUGUST, 2010

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

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MINUTES OF ORDER

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Upon the application of the Applicant abovenamed by a Company Summons for Direction AND UPON hearing Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocate for the Applicant Company, AND UPON reading the Affidavit dated 24^th August,2010 of Mr Prakash Somani, Authorised Signatory of the Applicant Company in support of Company Summons for Direction and the Exhibits referred to therein, IT IS ORDERED:-

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That a meeting of the members holding Equity Shares of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification the Composite Scheme of Arrangement between Balabheem Investment and Trading Company Private Limited, the First Transferor Company and Jagatguru Investment and Trading Company Private Limited, the Second Transferor Company and Varali Investment and Trading Company Private Limited, the Third Transferor Company and Multilayer Films Limited, the Demerged/Transferor Company and Boon Investment and Trading Company Private Limited, the Applicant/First Transferee/Resulting Company and Jovial Investment and Trading Company Private Limited, the Second Transferee/Resulting Company and Venktesh Investment and Trading Company Private Limited, the Transferee Company be dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit “C-1 and C-2 ” to the affidavit in support of Company Summons for Direction.

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That there are no Secured Creditors of the Applicant Company as stated in paragraph 52 of the Affidavit in Support of Company Summons for Direction. Hence, the question of convening and holding meeting of Secured Creditors does not arise.

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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

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or without modifications,the Scheme of Arrangement between Scheme of Arrangement between Balabheem Investment and Trading Company Private Limited, the First Transferor Company and Jagatguru Investment and Trading Company Private Limited, the Second Transferor Company and Varali Investment and Trading Company Private Limited, the Third Transferor Company and Multilayer Films Limited, Demerged/Transferor Company and Boon Investment and Trading Company Private Limited, the Applicant/First Transferee/Resulting Company and Jovial Investment and Trading Company Private Limited, the Second Transferee/Resulting Company and Venktesh Investment and Trading Company Private Limited, the Transferee Company is dispensed with in view of the consent given by the sole Unsecured Creditor of the Applicant Company which is annexed as Exhibit “D” to the Affidavit in Support of Company Summons for Direction.

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That in view of averments made in paragraph 54 of the affidavit in Support of Company Summons for Direction for reduction and reorganisation of the Share Capital of the Applicant Company, the procedure prescribed under section 101 (2) of the Companies Act, 1956 is dispensed with as the same does not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital. The Applicant Company undertakes to pass the Special Resolution pursuant to provisions of Section 100 of the Companies Act, 1956 in the Extra Ordinary General Meeting of Equity Shareholders for reduction and reorganization of the Share Capital of the Applicant Company

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(S. J. KATHAWALLA, J)

Boon Investment and Trading Company Private Limited v. ---------------------------------

Case brief

What is this about?

What did the court decide?

Boon Investment and Trading Company Private Limited 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

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