Vikatmev Containers Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 264 OF 2015 In the matter of Companies Act, 1956, (1 of 1956);

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

AND In the matter of Scheme of Amalgamation between Sadavani Investments And Trading Company Private Limited and Sapan Investments Private Limited and Vikatmev Containers Limited And their respective shareholders and creditors ) Vikatmev Containers Limited is a Public company incorporated under the Company Act, 1956 having its registered office at 414, Shah Nahar (Worli Ind Est) B-Wing, Dr. E Moses Road, Worli, Mumbai - 400018, in the State of Maharashtra.

) ) ) ) ) ) ......Applicant Company Called Summons for Direction for hearing Mr. Hemant Sethi i/b. M/s Hemant Sethi & Co., for Applicant

Coram: S J Kathawalla, J.

Date: 27th March 2015 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a 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 2nd February, 2015 of Ms. Nehal Vakil, Director of the Applicant Company, in support of Summons for Directions and the Exhibits referred therein, IT IS ORDERED THAT :

1. The convening and holding of the meeting of 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 between Sadavani Investments And Trading Company Private Limited and Sapan Investments Private Limited and Vikatmev Containers Limited And their respective shareholders and creditors, is dispensed with in view of consent given by all the fifteen Equity Shareholders of the Applicant Company which are annexed as Exhibits 'H-1' to 'H-14' to the Affidavit in support of Company Summons for Direction. However the consent given by some of the Joint Shareholders being Exhibit H3, H5, H7, H8 and H9 to the Affidavit in support of Company Summons for Direction, wherein the consent letter on behalf of Joint Shareholder Mr.

Amar Vakil is signed by his Power of Attorney holder. However there is no specific Clause in the said Power of Attorney authorizing the Power of Attorney holder to give consent on behalf of Mr. Amar Vakil to proposed Scheme of Amalgamation and therefore the Applicant Company undertakes to issue individual notice of the date of hearing of the Company Scheme Petition to Mr. Amar Vakil being the Joint shareholder in respect of all shares which he is holding jointly. The said undertaking is accepted.

2. The convening and holding of the meeting of 1% Non-Cumulative Redeemable 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 between Sadavani Investments And Trading Company Private Limited and Sapan Investments Private Limited and Vikatmev Containers Limited And their respective shareholders and creditors, is dispensed with in view of consent given by all the Nine 1% Non-Cumulative Redeemable Preference Shareholders of the Applicant Company which are annexed as Exhibits 'I1' to 'I-8' to the Affidavit in support of Company Summons for Direction. However the consent given by some of the Joint Shareholders being Exhibit I5, I7, I8 and I9 to the Affidavit in support of Company Summons for Direction, wherein the consent letter on behalf of Joint Shareholder Mr. Amar Vakil is signed by his Power of Attorney holder.

However there is no specific Clause in the said Power of Attorney authorizing the Power of Attorney holder to give consent on behalf of Mr. Amar Vakil to proposed Scheme of Amalgamation and therefore the Applicant Company undertakes to issue individual notice of the date of hearing of the Company Scheme Petition to Mr. Amar Vakil being the Joint shareholder in respect of all shares which he is holding jointly. The said undertaking is accepted.

3. The question of convening and holding the meeting of Secured Creditors does not arise since there are no Secured Creditors in the Applicant Company as stated in paragraphs 15 of the Affidavit in support of Summons for Direction.

4. The convening and holding of the meeting of 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 between Sadavani Investments And Trading Company Private Limited and Sapan Investments Private Limited and Vikatmev Containers Limited And their respective shareholders and creditors, 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(l) (b)

and not in accordance with the provisions of Section 391(l) (a) of the Companies Act, 1956, as there is no Compromise and/or Arrangement with the creditors as no sacrifice is called for and they will not be affected adversely with the proposed Scheme of Amalgamation as post arrangement, the assets of the Applicant Company will be far in excess of the liabilities and sufficient to discharge the liabilities and that the Applicant Company undertakes to issue individual notice of the date of hearing of Company Scheme Petition to all its Unsecured Creditors and also publish the same in 'Free Press Journal' in English language and translation thereof in 'Navshakti' in Marathi Language both having circulation in Mumbai . The said undertaking is accepted. (S.J.KATHAWALLA, J)