Allowed

Vital Lifesciences Private Limited v. -

Bombay HC12 Aug 2016CSD/711/2016

Case brief

AI extract

What is this about?

The Court dispensed with the requirement to convene meetings for equity shareholders, secured creditors, and unsecured creditors regarding a proposed amalgamation scheme, given full shareholder consent and the absence of secured creditors. The applicant was directed to issue individual notices to unsecured creditors and publish details in newspapers.

What did the court decide?

The convening of meetings for shareholders and unsecured creditors was dispensed with; the applicant must issue individual notices to unsecured creditors and publish details in newspapers.

Vital Lifesciences Private Limited Vs - — Specific Performance | 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. 711 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 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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VITAL LIFESCIENCES 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 all the four Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘K-1’ to ‘K-4’ 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 all its 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

Vital Lifesciences Private Limited v. -

Case brief

What is this about?

What did the court decide?

Vital Lifesciences 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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