Allowed

Northstar Telecom Service Private Limited Vs

Bombay HC8 Feb 2013CSD/120/2013

Case brief

AI extract

What is this about?

The court dispensed with the requirement to convene meetings for equity/preference shareholders, secured creditors, and unsecured creditors to approve a scheme of amalgamation, accepting the applicant's evidence of consent and undertaking to notify unsecured creditors.

What did the court decide?

Meeting of shareholders, secured creditors, and unsecured creditors for scheme of amalgamation is dispensed with.

Northstar Telecom Service Private Limited Vs — Specific Performance | Bombay HC (2013)

¶1

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

¶2

ORDINARY ORIGINAL CIVIL JURISDICTION

¶3

COMPANY SUMMONS FOR DIRECTION NO. 120 OF 2013

¶4

IN THE MATTER OF COMPANIES ACT, 1956

¶5

AND

¶6

IN THE MATTER OF SECTION 391 & 394 OF THE COMPANIES ACT, 1956;

¶7

AND

¶8

IN THE MATTTER OF NORTHSTAR TELECOM SERVICE PRIVATE LIMITED, A COMPANY INCORPORATED AND REGISTERED UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956, AND HAVING ITS REGISTERED OFFICE AT 7^TH FLOOR, RAHEJA POINT-I, JAWAHARLAL NEHRU MARG, VAKOLA MARKET, SANTACRUZ, MUMBAI – 400 055

¶9

AND

¶10

IN THE MATTER OF SCHEME OF AMALGAMATION OF A-ONE COMMUNICATION SERVICES PRIVATE LIMITED

¶11

AND

¶12

BLACKSTONE INFOTECH PRIVATE LIMITED

¶13

AND

¶14

TELEBASE ENGINEERS PRIVATE LIMITED

¶15

AND

¶16

SOLARIS TRADING PRIVATE LIMITED

¶17

AND

¶18

NORFOLK SOFTWARE SOLUTIONS PRIVATE LIMITED

¶19

AND

¶20

FORTRESS TELECOM SERVICES PRIVATE LIMITED

¶21

AND

¶22

FORTRESS SOFTWARE SOLUTIONS PRIVATE LIMITED

¶23

WITH

¶24

NORTHSTAR TELECOM SERVICE PRIVATE LIMITED (TRANSFEREE COMPANY)

¶25

AND

¶26

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

¶27

Northstar Telecom Service Private Limited, } a Company incorporated under the } provisions of the Companies Act, 1956 having } its registered office at 7^th Floor, Raheja Point-I, } Jawaharlal Nehru Marg, Vakola Market, } Santacruz (East), Mumbai – 400 055 } ….APPLICANT COMPANY

¶28

Called Summons for Direction

¶29

Mr. Nayan Rawal, Advocate for the Applicant

¶30

Coram: N.M. JAMDAR. J Date:- 8^th February, 2013

¶31

MINUTES OF ORDER

¶32

UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Nayan Rawal, Advocate of the Company, AND

¶33

UPON READING the Affidavit dated 8^th November, 2012, of Mr. Vijay Dhoot, Authorised Signatory of the Applicant Company in Support of the Summons of Directions and exhibits referred therein and IT IS ORDERED:-

¶34

That convening and holding of meeting of Equity Shareholders and Preference Shareholder 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 A-One Communication Services Private Limited and Blackstone Infotech Private Limited and Telebase Engineers Private Limited and Solaris Trading Private Limited and Norfolk Software Solutions Private Limited and Fortress Telecom Services Private Limited and Fortress Software Solutions Private Limited with Northstar Telecom Service Private Limited and their Respective Shareholders and Creditors, is dispensed with in view of consent given by all equity shareholders and preference shareholder which are annexed as EXHIBIT - “K, K-1 & K-2” respectively to the Affidavit in support of Summons for Direction.

¶35

That there are no secured creditors of the applicant company in view of averment made in paragraph 18(A), the question of conveying and holding of meeting of secured creditors does not arise.

¶36

That the 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 A-One Communication Services Private Limited and Blackstone Infotech Private Limited and Telebase Engineers Private Limited and Solaris Trading Private Limited and Norfolk Software Solutions Private Limited and Fortress Telecom Services Private Limited and Fortress Software Solutions Private Limited with Northstar Telecom Service Private Limited and their Respective Shareholders and Creditors, is dispensed with in view of the

¶37

averments made in paragraph 19 of the Affidavit in support of Summons for Direction, that the Applicant company undertakes to give individual notices of date of hearing of petition by Registered Post A.D. to its all Unsecured Creditors and also to publish the same in two local news papers 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.

¶38

(N.M. JAMDAR. J )

Northstar Telecom Service Private Limited Vs

Case brief

What is this about?

What did the court decide?

Northstar Telecom Service Private Limited Vs

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

Similar cases

G.S. Transport Private Limited (G.S. Minerals) Vs Taurian Engineering Private LIMITED-U-51397MH1999PTC121267

Ketankumar H. Makwana Vs the Official Liquidator of M/S Navinon (Idi)Ltd.

Shri Kanjibhai Vashibhai Rabari Vs the Official Liquidator of M/S.Garware Nylons Ltd.

Daiwa Capital Markets Fixed Income Private Limited. Vs -------------------------------------

Daiwa Capital Markets India Private Limited. Vs -------------------------------------

Blackstone Infotech Private Limited Vs