The High Court dispensed with the requirement to convene meetings of shareholders and creditors for a scheme of arrangement due to their consent. It also dispensed with Section 101(2) procedures for share capital reduction given specific representations.
Order to dispense with convening shareholder/creditor meetings and to waive Section 101(2) procedures.
This page shows the compact analysis of this judgement. The full analysis — procedural history, issue-by-issue holdings with ratio and obiter, advocates, and paragraph-level evidence for every claim — is being added to the record in batches and will appear here when this judgement has been through it.
IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY SUMMONS FOR DIRECTION NO. 909 OF 2016
In the matter of Companies Act, 1956 (1 of
In the matter of Sections 391 to 394 read with section 100 to 103 of the Companies Act, 1956
AND
In the matter of Scheme of Arrangement between Brisk India Private Limited (“Demerged Company”) and Gadhinglaj Sugars Private Limited (“Resulting Company”) and their respective shareholders
Gadhinglaj Sugars Private Limited , a company ) incorporated under the provisions of ) Companies Act, 1956, having its registered ) office at Sr. No. 40/41, Row House Plot No. 4 ) & 5, Ashoka Mews, Near Shital Petrol Pump, ) Kondhwa, Khurd, Pune -411048 )..Applicant Company
Called Summons for Direction for hearing
Mr. Chandrakant Mhadeshwar, Advocates for the Applicant Company.
CORAM : S. C. GUPTE, J DATE : 18th November,2016
MINUTES OF ORDER
UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Chandrakant Mhadeshwar, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 04th day of October, 2016 of Mr. Rakesh Vishwakarma, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits referred to therein, IT IS ORDERED:1. That 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 Composite Scheme of Arrangement between Brisk India Private Limited (“Demerged Company”) and Gadhinglaj Sugars Private Limited (“Resulting Company”) and their respective shareholders, is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibit “H-1” and “H-2” to the Affidavit in Support of Company Summons for Direction.
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arise.
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Act, 1956 is dispensed with. The said undertaking is accepted.
(S. C. GUPTE, J.)
CERTIFICATE
I certify that this Order uploaded is a true and correct copy of
original signed order.
Uploaded by: Shankar Gawde, Stenographer.
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2 issues framed by the court
Whether a meeting of shareholders and creditors is necessary if consent is given.
Whether the procedural requirement under Section 101(2) applies when reduction does not involve diminution of liability.
2 provisions across 1 enactments
Gadhinglaj Sugars Private Limited
S. C. GUPTE
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
