Disposed

Nining Consultants (India) Pvt. Ltd. v. -

Bombay HC16 Apr 2016CSD/234/2016

Case brief

AI extract

What is this about?

The High Court of Bombay dispensed with the convening of meetings for shareholders and unsecured creditors to approve a Scheme of Arrangement involving Mining Consultants (India) Private Limited, citing existing consents and the applicant's undertaking to publish notices, accepting the latter.

What did the court decide?

Dispensed with the convening and holding of meetings of shareholders and unsecured creditors; accepted the undertaking to publish notices of the hearing of the Company Scheme Petition.

Nining Consultants (India) Pvt. Ltd. Vs - — Arbitration | Bombay HC (2016)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.234 OF 2016

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In the matter of Companies Act, 1956, (1 of 1956) and Companies Act, 2013; AND

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In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956;

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AND

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In the matter of Scheme of Arrangement between Wella India Haircosmetics Private Limited (“Transferor Company No. 1”) and Gillette Products Private Limited (“Transferor Company No. 2”) and Nexus Mercantile Private Limited (“Transferor Company No. 3”) and Mining Consultants (India) Private Limited (“Transferor Company No. 4”) and Gillette Diversified Operations Private Limited (“Transferee Company No. 2”) and Wella India Private Limited (“Transferee Company No. 1”) AND their respective shareholders and creditors.

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MINING CONSULTANTS (INDIA)

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PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956, having its Registered office at P&G Plaza, Cardinal Gracias Road, Chakala, Andheri (East), Mumbai – 400099, Maharashtra.

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) ) ) ) ) ) ) ..Applicant / Transferor Company ) No. 4

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Called Summons for Direction

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

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Coram: B.P. COLABAWALLA, J Date: 16^th April, 2016

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Page 1 of 4

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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 1^st February, 2016 of Ms. Preeti Bishnoi, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibit therein referred to, IT IS ORDERED THAT:-

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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 modifications, the proposed Scheme of Arrangement between Wella India Haircosmetics Private Limited (“Transferor Company No. 1”) and Gillette Products Private Limited (“Transferor Company No. 2”) and Nexus Mercantile Private Limited (“Transferor Company No. 3”) and Mining Consultants (India) Private Limited (“Transferor Company No. 4”) and Gillette Diversified Operations Private Limited (“Transferee Company No. 2”) and Wella India Private Limited (“Transferee Company No. 1”) AND their respective shareholders and creditors is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘D1’ and ‘ D2’ to the affidavit in support of the Summons for Directions.

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The question of convening and holding the meeting of Secured Creditors does not arise since there are no Secured Creditors in the Applicant Company as stated in paragraph 11 of the Affidavit in support of Summons for Direction.

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Page 2 of 4

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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 thought fit, approving with or without modifications, the proposed Scheme of Arrangement between Wella India Haircosmetics Private Limited (“Transferor Company No. 1”) and Gillette Products Private Limited (“Transferor Company No. 2”) and Nexus Mercantile Private Limited (“Transferor Company No. 3”) and Mining Consultants (India) Private Limited (“Transferor Company No. 4”) and Gillette Diversified Operations Private Limited (“Transferee Company No. 2”) and Wella India Private Limited (“Transferee Company No. 1”) AND their respective shareholders and creditors is dispensed with in view of the averment made in paragraph 12 of the Affidavit in support of the Summons for Directions and that the Applicant Company undertakes to issue notice of the date of hearing of the Petition by R.P.A.D to all its Unsecured Creditors and also undertakes to publish the notice of hearing of the Company Scheme Petition in one issue each of ‘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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(B.P. COLABAWALLA, J.)

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Page 3 of 4

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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 4 of 4

Nining Consultants (India) Pvt. Ltd. v. -

Case brief

What is this about?

What did the court decide?

Nining Consultants (India) Pvt. Ltd. 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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