Disposed

Prima Builders Private Limited v. -

Bombay HC14 Mar 2014CSD/163/2014

Case brief

AI extract

What is this about?

The Court dispensed with the requirement to convene meetings of equity shareholders, preference shareholders, and creditors for approving a scheme of amalgamation. This was based on consents given or the nature of the scheme involving no sacrifice for creditors.

What did the court decide?

The requirement to convene meetings of shareholders and creditors for the scheme of amalgamation is dispensed with.

Prima Builders Private Limited Vs - — Company and Corporate | Bombay HC (2014)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SUMMONS FOR DIRECTION NO. 163 OF 2014

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In the matter of the Companies Act, 1956 (1 of 1956);

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AND

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In the matter of Sections 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 Prima Builders Private Limited with Kapstone Constructions Private Limited and their respective Shareholders

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Prima Builders Private Limited, a ) company incorporated under the ) provisions of Companies Act, 1956 ) having its Registered Office at 702, ) Natraj, M V Road Junctions, ) Western Express Highway, Andheri ) (East), Mumbai-400 069. ) )……..Applicant Company

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Called Summons for Directions

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

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Coram: G.S. Patel, J.

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Date: 14^th March, 2014

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Page 1 of 3

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MINUTES OF THE ORDER

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UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by M/S Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 24^th day of January, 2014 of Ms. Dipti Mehra, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:

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That convening and holding 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 Prima Builders Private Limited with Kapstone Constructions Private Limited and their respective Shareholders, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibit “C1” and “C2” to the Affidavit in support of the Company Summons for Direction.

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That convening and holding the meeting of the sole 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 Prima Builders Private Limited with Kapstone Constructions Private Limited and their respective Shareholders, is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit “D” to the Affidavit in support of the Company Summons for Direction.

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Page 2 of 3

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That there are no Secured Creditors of the Applicant Company as stated in paragraph 11 of the Affidavit in support of the Company Summons for Direction. Hence, the question of conveying and holding of the meeting of the Secured Creditors of the Applicant Company does not arise.

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That convening and holding 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 Prima Builders Private Limited with Kapstone Constructions Private Limited and their respective Shareholders is dispensed with in view of the averments made in paragraph 12 of the Affidavit in support of the Company Summons for Direction, inter-alia, stating that there is no compromise and/or arrangement with the Creditors as no sacrifice is called for. In terms of the proposed Scheme, the Transferee Company will take over all the assets and liabilities of the Transferor Company. As far as the Unsecured Creditors of the Applicant Company are concerned, they will be paid off in the ordinary course of business and that the Applicant Company undertakes to issue individual notice of the hearing of the Petition by R.P.A.D. to all its Unsecured Creditors and that the Applicant Company also undertakes to publish the notice of hearing of Petition in two local 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.

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(G.S. Patel, J.)

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Page 3 of 3

Prima Builders Private Limited v. -

Case brief

What is this about?

What did the court decide?

Prima Builders 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

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