Allowed

Bf Infrastructure Limited v. 0

Bombay HC20 Nov 2015CSD/868/2015

Case brief

AI extract

What is this about?

BF Infrastructure Limited applied for directions to dispense with the convening of shareholder and creditor meetings required under the Companies Act, 1956 to approve a proposed Scheme of Amalgamation. The Court held that since consents were already obtained from all equity shareholders, preference shareholders, secured creditors, and unsecured creditors, the formal meetings were unnecessary.

What did the court decide?

Convene and hold meetings of equity shareholders, preference shareholders, secured creditors, and unsecured creditors were dispensed with for approving the proposed Scheme of Amalgamation.

Bf Infrastructure Limited Vs 0 — Company and Corporate | Bombay HC (2015)

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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. 868 OF 2015

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In the matter of 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 between BF Infrastructure Ventures Limited (the Transferor company) and BF Infrastructure Limited (the Transferee company) and their respective shareholders and creditors

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BF Infrastructure Limited, a ) company incorporated under the ) Company Act, 1956 having its ) registered office at Pune ) Cantonment Mundhwa, Pune - 411036, Maharashtra

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) ……Applicant Company

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Called Summons for Direction for Hearing

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

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CORAM: K.R. SHRIRAM, J

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DATE: 20^TH NOVEMBER 2015

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MINUTES OF THE ORDER

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UPON the application of the Applicant Company above named by a Summons

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for Directions AND UPON HEARING Mr. Hemant Sethi instructed by

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Page 1 of 3

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Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 14^th day of October, 2015 of Mr. Vikram Munje, Authorised Signatory of the Applicant Company, in support of Summons for Directions 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 between BF Infrastructure Ventures Limited (the Transferor Company) and BF Infrastructure Limited (the Transferee Company) and their respective shareholders and creditors is dispensed with in view of consents given by all the (7) seven Equity Shareholders of the Applicant Company, which are annexed as Exhibits “F-1” to “F-7” to the Affidavit in support of the Company Summons for Direction.

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That convening and holding the meeting of 6% Non-Cumulative Redeemable 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 between BF Infrastructure Ventures Limited (the Transferor Company) and BF Infrastructure Limited (the Transferee Company) and their respective shareholders and creditors is dispensed with in view of consent given by sole 6% Non-Cumulative Redeemable Preference Shareholder of the Applicant Company, which are annexed as Exhibits “G” to the Affidavit in support of the Company Summons for Direction.

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That convening and holding the meeting of Secured Creditor of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between BF Infrastructure Ventures Limited (the Transferor Company) and BF Infrastructure Limited (the Transferee Company) and

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Page 2 of 3

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their respective shareholders and creditors is dispensed with in view of consent given by sole Secured Creditor of the Applicant Company, which are annexed as Exhibits “H1” to the Affidavit in support of the Company Summons for Direction.

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That convening and holding the meeting of Unsecured Creditor of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between BF Infrastructure Ventures Limited (the Transferor Company) and BF Infrastructure Limited (the Transferee Company) and their respective shareholders and creditors is dispensed with in view of consent given by sole Unsecured Creditor of the Applicant Company, which are annexed as Exhibits “I-1” to the Affidavit in support of the Company Summons for Direction.

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(K.R. SHRIRAM, J)

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CERTIFICATE

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I certify that this Order uploaded is a true and correct copy of original signed order.

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Uploaded by: Shankar Gawde, Stenographer

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Page 3 of 3

Bf Infrastructure Limited v. 0

Case brief

What is this about?

What did the court decide?

Bf Infrastructure Limited v. 0

Case brief

What is this about?

What did the court decide?

What the court decided

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