Disposed

Tien Yuan India Pvt. Ltd. v. -

Bombay HC17 Jun 2016CSD/410/2016

Case brief

AI extract

What is this about?

The Bombay High Court dispensed with the need to convene a shareholders' meeting for the amalgamation scheme due to unanimous consent of all five equity shareholders, and held that no creditors' meeting was required as there were no secured creditors.

What did the court decide?

Meeting of equity shareholders and secured creditors for the amalgamation scheme is dispensed with; notice to unsecured creditors to be given via registered post and newspaper publication by the appli

Tien Yuan India Pvt. Ltd. Vs - — Company and Corporate | Bombay HC (2016)

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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. 410 OF 2016.

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In the matter of the Companies Act, 1 of 1956

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and other relevant provisions of the Companies Act, 2013;

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AND

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In the matter of Sections 391 to 394 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 2013;

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AND

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In the matter of Scheme of Amalgamation of JINDAL LABORATORIES PRIVATE LIMITED, the First Transferor Company and TIEN YUAN INDIA PRIVATE LIMITED, the Second Transferor Company and MIDDLE EAST TRADERS PRIVATE LIMITED, the Third Transferor Company with JINDAL DRUGS PRIVATE LIMITED, the Transferee Company.

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TIEN YUAN INDIA PRIVATE LIMITED, ) a company incorporated under the ) Companies Act, 1956 having its registered ) office at D-19, Taloja Ind Area, M I D C, ) Taloja, Raigad: 410 208. ) …Applicant Company.

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

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Coram: B. P. Colabawalla, J. Date: 17^th June, 2016

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MINUTES OF THE ORDER

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 16^th day of April, 2016 of Mr. Sanjay Kakati, 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 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 JINDAL LABORATORIES PRIVATE LIMITED, the First Transferor Company and TIEN YUAN INDIA PRIVATE LIMITED, the Second Transferor Company and MIDDLE EAST TRADERS PRIVATE LIMITED, the Third Transferor Company with JINDAL DRUGS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consent given by all the Five Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘C-1’ to ‘C-5’ to the Affidavit in support of 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 Applicant Company as stated in paragraph 27 of the Affidavit in support of Summons for Direction.

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Page 2 of 3

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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 modification(s) the proposed Scheme of Amalgamation of JINDAL LABORATORIES PRIVATE LIMITED, the First Transferor Company and TIEN YUAN INDIA PRIVATE LIMITED, the Second Transferor Company and MIDDLE EAST TRADERS PRIVATE LIMITED, the Third Transferor Company with JINDAL DRUGS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averments made in paragraph 29 of the Affidavit in support of the Summons for Direction and that the Applicant undertakes to issue individual notice of date of hearing of the Company Scheme Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in two local news papers viz. Free Press Journal” in English and “Navshakti” in Marathi, both having circulation in Mumbai. The said undertaking is accepted.

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(B. P. Colabawalla, 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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Tien Yuan India Pvt. Ltd. v. -

Case brief

What is this about?

What did the court decide?

Tien Yuan 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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