Disposed

Nabaratna Vinimay Private Limited v. -

Bombay HC12 Aug 2016CSD/708/2016

Case brief

AI extract

What is this about?

The Bombay High Court dispensed with the need to convene shareholder meetings for approving a scheme of amalgamation due to their explicit consent. Additionally, the court held that no meeting of creditors was required as there were no secured creditors, while imposing specific notice requirements on the applicant regarding the sole unsecured creditor.

What did the court decide?

Meeting of shareholders and secured creditors dispensed with. Applicant required to notify sole unsecured creditor and publish notice in newspapers.

Nabaratna Vinimay Private Limited Vs - — Company and Corporate | Bombay HC (2016)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SUMMONS FOR DIRECTION NO. 708 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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In the matter of Sections 391 to 394 of the Companies Act, 1956 and other relevant

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provisions of the Companies Act, 2013;

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In the matter of Scheme of Amalgamation of NABARATNA VINIMAY PRIVATE LIMITED, the First Transferor Company and TRIVINI TRADERS PRIVATE LIMITED, the Second Transferor Company and NIGHTANGLE CONSTRUCTION PRIVATE LIMITED, the Third Transferor Company with VITAL LIFESCIENCES PRIVATE LIMITED, the Transferee Company.

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NABARATNA VINIMAY PRIVATE )

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LIMITED, a company incorporated under )

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the Companies Act, 1956 having its ) registered office at 2^nd Floor, Plot No.48, )

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Page 1 of 4

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Service Road, Western Express Highway, ) Vile Parle (East), Mumbai - 400 057 ) …Applicant Company.

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Called Summons for Direction for hearing

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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: 12^th August, 2016

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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 13^th day of July, 2016 of Mr. Sachin Tammewar, Authorized 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 NABARATNA VINIMAY PRIVATE LIMITED, the First Transferor Company and TRIVINI TRADERS PRIVATE LIMITED, the Second Transferor Company and NIGHTANGLE CONSTRUCTION PRIVATE LIMITED, the Third Transferor Company with VITAL LIFESCIENCES PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘C-1’ and ‘C-2’ to the Affidavit in support of Summons for Direction.

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Page 2 of 4

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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 28 of the Affidavit in support of Summons for Direction.

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The 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 NABARATNA VINIMAY PRIVATE LIMITED, the First Transferor Company and TRIVINI TRADERS PRIVATE LIMITED, the Second Transferor Company and NIGHTANGLE CONSTRUCTION PRIVATE LIMITED, the Third Transferor Company with VITAL LIFESCIENCES 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 its Sole Unsecured Creditors and also to publish the same in two local news papers 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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(B. P. Colabawalla, J.)

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CERTIFICATE

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

Nabaratna Vinimay Private Limited v. -

Case brief

What is this about?

What did the court decide?

Nabaratna Vinimay 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

Case details

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