Allowed

Lancer Valve Pvt. Ltd. v. -

Bombay HC8 Sept 2016CSD/754/2016

Case brief

AI extract

What is this about?

Application for direction to dispense with meetings under Section 391 of the Companies Act, 1956, to approve a scheme of amalgamation between Lancer Valve Private Limited and Niton Valves Industries Private Limited, granted based on shareholder consent and creditor undertakings.

What did the court decide?

Dispensed with convening meetings of equity and preference shareholders and secured and unsecured creditors for the scheme of amalgamation.

Lancer Valve Pvt. Ltd. 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. 754 OF 2016

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In the matter of Companies Act, 1956 (1 of 1956) (or any re-enactment thereof upon effectiveness of 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

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AND

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In the matter of Scheme of Amalgamation of Lancer Valve Private Limited (“Transferor Company”) with Niton Valves Industries Private Limited (“Transferee Company”) and their respective shareholders

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Lancer Valve Private Limited, a company	}
incorporated under the provisions of the	}
Companies Act, 1956 having its registered	}
office at C-140, Ghatkopar Industrial Estate,	}
L.B.S. Marg, Ghatkopar (West) 400 086,	}
Maharashtra	}	.... Applicant Company

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Called :Summons for Direction

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Mr. Hemant Sethi with Mr. Ajit Singh Tawar i/b. Hemant Sethi & Co., Advocates

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for the Applicant Company

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Date: 8^th SEPTEMBER 2016

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MINUTES OF ORDER

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UPON the application of the Applicant Company above named by a Company Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by

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Page 1 of 4

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M/S Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 13^th day of July, 2015 of Mr. Valiullah Shariff, Director of the Applicant Company, in support of Company Summons for Directions and the Exhibits 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 Lancer Valve Private Limited with Niton Valves Industries Private Limited and their respective shareholders is dispensed with in view of consent given by all the four Equity Shareholders of the Applicant Company, which are annexed as Exhibits “ D -1” to “D-4” to the Affidavit in support of the Company Summons for Directions.

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The convening and holding the meeting of the Preference 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 Lancer Valve Private Limited with Niton Valves Industries Private Limited and their respective shareholders is dispensed with in view of consent given by all the Six Preference Shareholders of the Applicant Company, which are annexed as Exhibits “ F -1” to “F-6” to the Affidavit in support of the Company Summons for Directions.

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The question of convening and holding the meeting of the Secured Creditors of the Applicant Company does not arise as there are no

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Page 2 of 4

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Secured Creditors in the Applicant Company as stated in paragraph 15 of the Affidavit in Support of the Company 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 Lancer Valve Private Limited with Niton Valves Industries Private Limited and their respective shareholders is dispensed with in view of averments made in paragraph 16 of the Affidavit in support of Company Summons for Direction, inter-alia stating that the present Scheme of Amalgamation is an arrangement between the Applicant Company and its shareholders as contemplated under Section 391(1)(b) and not in accordance with the provisions of Section 391(1)(a) of the Companies Act, 1956 as there is no compromise and/or arrangement with the creditors as no sacrifice is called for. In terms of the proposed Scheme, the Transferee Company will take over all the assets and liabilities of the Applicant Company. As far as the rights of the unsecured creditors of the Applicant Company are concerned, they will not be affected adversely with the proposed Scheme of Amalgamation, as post amalgamation, all the liabilities of the Applicant Company will get transferred to the Transferee Company and the Transferee Company will discharge all such liabilities in the normal course of business without jeopardizing the rights of such unsecured creditors and that the Applicant Company undertakes to issue individual notice of the date of hearing of Company Scheme Petition to all its Unsecured Creditors by RPAD and also publish the notices of the same in „Free Press Journal‟ in English

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Page 3 of 4

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language and translation thereof in „Navshakti‟ in Marathi Language both

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having circulation in Mumbai. The said undertaking is accepted.

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(A.K. MENON, 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 4 of 4

Lancer Valve Pvt. Ltd. v. -

Case brief

What is this about?

What did the court decide?

Lancer Valve Pvt. Ltd. v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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