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Bombay High CourtCSD/7/2015absolute

Nbz Pharma Limited v. 0

2015-01-16Hon'Ble Shri Justice S.J. Kathawalla6 pages

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 7 OF 2015 In the matter of the Companies Act, 1956 (1 of 1956);

AND In the matter of Sections 391 to 394 read with Sections to of Companies Act, 1956;

AND In the matter of Scheme of Arrangement of Vulcan Developers Private Limited And NBZ Pharma Limited And their respective Shareholders NBZ Pharma Limited, a company ) incorporated under the provisions of ) Companies Act, 1956 having its ) Registered Office at 902-B, ) Coliseum Co-Op Premises Soc. Ltd., )

Godrej Coliseum, Off Eastern ) Express Highway, Chunabhatti, ) Mumbai 400022.

)........Applicant Company Called Summons for Directions Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant Coram: S. J. Kathawalla, J.

Date: 16th January, 2015 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by M/S Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 25th day of November, 2014 of Mr. Jaichand Dhiman, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1.

That convening and holding the meeting of the Equity Shareholders of the Applicant Company for the purpose of modification(s), the proposed Scheme of Arrangement between Vulcan Developers Private Limited and NBZ Pharma Limited and their respective Shareholders, is dispensed with in view of the

consent given by all the Eight Equity Shareholders of the Applicant Company, which are annexed as Exhibit "G-1" to "G8" to the Affidavit in support of the Summons for Direction. 2.

That convening and holding the meeting of the Preference Shareholders of the Applicant Company for the purpose of modification(s), the proposed Scheme of Arrangement between Vulcan Developers Private Limited and NBZ Pharma Limited and their respective Shareholders, is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, annexed as Exhibit "H" to the Affidavit in support of the Company Summons for Directions. 3.

That convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Vulcan Developers Private Limited and NBZ Pharma Limited and their respective Shareholders is dispensed with in view of the averments made in paragraph 12 of the Affidavit in support of the Summons for Directions inter-alia stating that the present Scheme is an Arrangement between Applicant Company 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 there is no Compromise and/or Arrangement with the Creditors as no sacrifice is called for and in terms of the proposed Scheme, the Transferee Company will take over all the assets and liabilities of the Transferor Company and that the Secured Creditors of the Applicant Company will be paid off in the ordinary course of business and that the Applicant Company undertakes to issue individual notice of the hearing of the Petition by R.P.A.D. to all its Secured Creditors and also undertakes to publish the notice of hearing of the Petition in two local newspapers i.e. 'Free Press Journal', in English language and, translation thereof in 'Navshakti', in Marathi language, both having circulation in Mumbai. The said undertaking is accepted.

4.

That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of modification(s), the proposed arrangement embodied in the Scheme of Arrangement between Vulcan Developers Private Limited NBZ Pharma Limited their respective Shareholders is dispensed with in view of the averments made in paragraph 13 of the Affidavit in support of the Summons for Directions inter-alia stating that that the present Scheme is an

Arrangement between Applicant Company 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 and there is no Compromise and/or Arrangement with the Creditors as no sacrifice is called for and in terms of the proposed Scheme, the Transferee Company will take over all the assets and liabilities of the Transferor Company and the Unsecured Creditors of the Applicant Company will be paid off in the ordinary course of business and that the Applicant Company undertakes to issue individual notice of the hearing of the Petition by R.P.A.D. to all its Unsecured Creditors and that the Applicant Company also undertakes to publish the notice of hearing of the Petition in two local newspapers i.e. 'Free Press Journal', in English language and translation thereof in 'Navshakti', in Marathi language, both having circulation in Mumbai. The said undertaking is accepted.

5.

The proposed reduction shall be effected as an integral part of the Scheme and pursuant to Clause 6.7 of the Scheme, the shares of the Transferee Company, if any, held by the Transferor Company on the Effective Date shall be reduced and the share capital of the transferee shall stand cancelled without any payment and the said reduction does not involve either diminution of liability in respect of unpaid share capital or

payment to any shareholder of any paid up share capital and the rights of the Creditors are not affected. The Applicant Company undertakes to pass Special Resolution as required under Section 100 to 103 of the Companies Act, 1956 and annex copy thereof with the Company Scheme Petition. In view of the above the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with.

(S. J. Kathawalla, J)