Disposed

Tlb Securities Private Limited v. -

Bombay HC17 Apr 2014CSD/245/2014

Case brief

AI extract

What is this about?

The High Court dispensed with the necessity of convening meetings of equity share holders and unsecured creditors for a proposed scheme of amalgamation, as no objections were received. Leave to amend the scheme to delete an inadvertent clause was also granted.

What did the court decide?

Meetings of equity and unsecured creditors dispensed with; leave granted to amend scheme to delete Clause 13(g).

Tlb Securities 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 COMPANY SUMMONS FOR DIRECTION NO. 245 OF 2014

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In the matter of the Companies Act, 1956

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AND

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In the matter of Secs. 391 to 394 of the Companies Act, 1956

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AND

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In the matter of TLB Securities Private Limited

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AND

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In the matter Scheme of Amalgamation of TLB Securities Private Limited and Vocation Investment and Finance Company Private Limited and APT Financial and Capital Services Private Limited with Ganita Technologies and Services Private Limited.

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TLB Securities Private Limited Company Private ) Limited a Company incorporated under the ) provisions of the Companies Act, 1956 having its ) registered office at ) 72-A, Mittal Tower, 210 Nariman Point, ) Mumbai 400021; ) ... Applicant

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Called for Summons for Direction

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Mr.Ajay Basutkar i/b Mrugank & Basutkar Law Partners, Advocates for the Applicant

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Coram: G. S. Patel, J. Date : 17^th April, 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 abovenamed by a Summons for Direction AND UPON HEARING Mr. Ajay Basutkar, Advocate for the Applicant Company, AND UPON READING the Affidavit Dated 20^th December, 2013 and Additional Affidavit dated 16^th April, 2014 of Mr. Rajesh Tulsyan, Director of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:-

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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 Vocation Investment and Finance Company Private Limited and APT Financial and Capital Services Private Limited and TLB Securities Private Limited with Ganita Technologies and Services Private Limited, is dispensed in view of the No Objection given by the all Six Equity Shareholders of the Applicant Company, which are annexed as Exhibits “M-1”to “M-6” to the Affidavit in support of Summons for Direction.

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That there are no Secured Creditors of the Applicant Company as stated in paragraph 28 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise.

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The convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and if

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Page 2 of 3

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thought fit, approving with or without modification(s), the proposed Scheme of Amalgamation of Vocation Investment and Finance Company Private Limited and APT Financial and Capital Services Private Limited and TLB Securities Private Limited with Ganita Technologies and Services Private Limited, is dispensed in view of the No Objection given by the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “N-1” and “N-2” to the Affidavit in support of Summons for Direction.

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The learned counsel for the Applicant Company states that there is no reduction in the proposed Scheme of Amalgamation. However, inadvertantly paragraph 13(g) is added in the Scheme. Counsel for the Applicant Company submits that the Applicant Company filed an Affidavit dated 16th April 2014 of Mr. Rajesh Tulsyan, Director of the Applicant Company stating therein that Board Resolution dated 10th April, 2014 has been passed by the Applicant Company for deleting Clause 13(g) of the Scheme of Amalgamation. Counsel for the Applicant Company seeks leave of the Court to amend the Scheme. Leave to amend is granted. Amemdment to be carried out within two weeks from date of the order.

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(G. S. Patel, J.)

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Page 3 of 3

Tlb Securities Private Limited v. -

Case brief

What is this about?

What did the court decide?

Tlb Securities 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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