Jsw Power Trading Company Limited v. 0
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 162 OF 2016. In the matter of the Companies Act, 1 of 1956 and other relevant provision of the Companies Act, 2013;
AND In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Scheme of Arrangement BETWEEN JSW Power Trading Company Limited AND JSW Green Energy Limited AND JSW Energy Limited AND their Respective Shareholders JSW Power Trading Company Limited, ) a company incorporated under the ) Companies Act, 1956 having its ) registered office at JSW Centre, Bandra ) Kurla Complex, Bandra (East), ) ) .........Applicant Company.
Mumbai - 400051.
Called Summons for Direction for Hearing Mr.
Hemant Sethi i/b.
M/s Hemant Sethi & Co., for Applicant Coram: K.R. Shriram, J Date: 4TH March 2016 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by M/s. Hemant Sethi & Co., Advocate for the Applicant Company, AND UPON
READING the Affidavit dated 31st December 2015 of Mr. Amit Das, Company Secretary of the Applicant Company, in support of the Summons for Direction and the Exhibit therein referred to, IT IS ORDERED:- 1.
That 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 Scheme of Arrangement between JSW Power Trading Company Limited and JSW Green Energy Limited and JSW Energy Limited and their respective shareholders, is dispensed with in view of consent given by all the SEVEN Equity Shareholders of the Applicant Company, which are annexed as Exhibit „F1‟ to „F7‟ to the Affidavit in support of the Summons for Direction. 2.
That the convening and holding the meeting of the Redeemable NonCumulative Preference Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement between JSW Power Trading Company Limited and JSW Green Energy Limited and JSW Energy Limited and their respective shareholders, is dispensed with in view of consent given by the Sole Redeemable Non-Cumulative Preference Shareholders of the Applicant Company, which are annexed as Exhibit „G1‟ to the Affidavit in support of the Summons for Direction.
3.
THAT there are no Secured Creditors in the Applicant Company as stated in paragraph 21 of the Affidavit in support of Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors of the Applicant Company does not arise.
4.
That 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 Arrangement between JSW Power Trading Company Limited and JSW Green
Energy Limited and JSW Energy Limited and their respective shareholders, is dispensed with in view of averments made in paragraph 22 of the Affidavit in support of company Summons for Direction, inter-alia stating that the Scheme does not envisage any compromise or arrangement with the Unsecured Creditors and there will be no dilution in the rights of the Unsecured Creditors and that the Applicant Company undertakes to issue individual notices of the date of hearing of the Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the same in two local newspapers 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. 5.
That the Applicant Company is wholly owned subsidiary of the Transferee Company and there is no re-organization of share capital of the Transferee Company and no new shares are required to be issued by the Transferee Company and rights of creditors of Transferee Company are not affected as mentioned in paragraphs 23 to 26 of the Affidavit in support of Company Summons for Direction and observations made by this court in Mahaamba Investment Ltd verses IDI Limited (2001) 105 Co cases page 18 to 21. In view of the above the filing of separate Company Summons for Direction and Company Scheme Petition under Section 391 and 394 of the Companies Act, 1956 by JSW Energy Limited, the Transferee Company is dispensed with. (K.R. Shriram, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.
Uploaded by: Shankar Gawde, Stenographer