Allowed

Trio Management Private Limited v. -

Bombay HC7 Mar 2014CSD/139/2014

Case brief

AI extract

What is this about?

The Bombay High Court dispensed with the requirement to convene meetings of equity shareholders, preference shareholders, and creditors for approving a scheme of amalgamation, relying on shareholder consents and an undertaking to notify unsecured creditors.

What did the court decide?

Dispensation with convening meetings of equity shareholders, preference shareholders, and secured creditors; acceptance of undertaking to notify unsecured creditors.

Trio Management Private Limited Vs - — Specific Performance | Bombay HC (2014)

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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.139 OF 2014.

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In the matter of the Companies Act, 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; Between TRIO MANAGEMENT PRIVATE LIMITED (the “Transferor Company”) with PANTHEON MANAGEMENT PRIVATE LIMITED (the “Transferee Company”)

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TRIO MANAGEMENT PRIVATE ) LIMITED, a Company incorporated ) under the Companies Act, 1956 ) having its registered office at 218) 220, A-Z Industrial Estate, Lower ) Parel, Mumbai 400013. ) … Applicant Company.

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Called Summons for Direction

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Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b M/s. Rajesh Shah & Co., Advocate for the Applicant

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Coram: G. S. Patel, J.

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Date: 7^th March, 2014

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MINUTES OF THE ORDER

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UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 4^th day of February,

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Page 1 of 4

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2014 of Mr. Anil Chaurasiya, Authorised Signatory of the Applicant Company, in support of the Company Summons for Direction and the exhibit therein referred to, IT IS ORDERED:-

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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 TRIO MANAGEMENT PRIVATE LIMITED, the Transferor Company with PANTHEON MANAGEMENT PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘C-1’ and ‘C-2’ to the Affidavit in support of the Company Summons for Direction.

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That the convening and holding of the meeting of the 5 % Redeemable Preference 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 TRIO MANAGEMENT PRIVATE LIMITED, the Transferor Company with PANTHEON MANAGEMENT PRIVATE LIMITED, the Transferee Company, is dispensed with in view of the consents given by all 5 % Redeemable Preference shareholders of the Applicant Company, which are annexed as Exhibit ‘D-1’ to ‘D-4’ to the Affidavit in support of the Company Summons for Direction

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That the question of convening and holding of the meeting of Secured Creditors does not arise since there are no Secured Creditors of the

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Page 2 of 4

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Applicant Company as stated in paragraph 18 of the Affidavit in support of Summons for Direction

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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 In the matter of Scheme of Amalgamation of TRIO MANAGEMENT PRIVATE LIMITED, the Transferor Company with PANTHEON MANAGEMENT PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averments made in paragraph 19 of the Affidavit in support of the Summons for Direction interalia stated that Unsecured Creditor will in no way be affected by the proposed Scheme of Amalgamation as the assets of the Applicant Company and the Transferee Company after the proposed Amalgamation will be far more than its Liabilities and that the Applicant undertakes to issue individual notice 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.

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(G. S. Patel, J.)

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Page 3 of 4

Trio Management Private Limited v. -

Case brief

What is this about?

What did the court decide?

Trio Management 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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