Kumar Housing Corporation Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 179 OF 2015. 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 other relevant provision of the Companies Act, 2013;
AND In matter of Scheme of Amalgamation of KUMAR HOUSING CORPORATION PRIVATE LIMITED, (The First Transferor Company) AND SUKUMAR ENVIRO FARMS PRIVATE LIMITED, (The Second Transferor Company) WITH KUMAR URBAN DEVELOPMENT PRIVATE LIMITED, (The Transferee Company) KUMAR HOUSING CORPORATION PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 10th Floor, Kumar Business Centre, CTS No. 29, opp. Pune central, Bund Garden Road, Pune - 411 001.
) ) ) ) ) ...Applicant Company.
Called Summons for Direction for hearing Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant
Coram: S.J. Kathawalla, J.
Date: 27th February, 2015 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING Affidavit dated 4th February,2015 Mr. Tushar Patel, Authorised Signatory 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 proposed Scheme of Amalgamation of KUMAR HOUSING CORPORATION PRIVATE LIMITED, (The First Transferor Company) and SUKUMAR ENVIRO FARMS PRIVATE LIMITED, (The Second Transferor Company) with KUMAR URBAN DEVELOPMENT PRIVATE LIMITED, (The Transferee Company) is dispensed with in view of the consent given by all the Seven Equity Shareholders of the Applicant Company, which are annexed as Exhibit 'C-1' to 'C-7' to the Affidavit in support of Summons for Direction. 2.
That the convening and holding of 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 Amalgamation of KUMAR HOUSING CORPORATION PRIVATE LIMITED, (The First Transferor Company) and SUKUMAR ENVIRO FARMS PRIVATE LIMITED, (The Second Transferor Company) with KUMAR URBAN DEVELOPMENT PRIVATE LIMITED, (The Transferee Company), is dispensed with in view of the averments made in paragraph 22 of the Affidavit in support of the Summons for Direction inter alia stating that Secured Creditors of the Applicant Company is concerned, they will in no way be affected by the proposed Scheme of Amalgamation as the assets of the Applicant Company and the Transferee Company after the proposed Amalgamation will be far more than its Liabilities and that the Applicant undertakes to issue individual notice of date of hearing of Petition by Registered Post A.
D. to its all Secured Creditors and also to publish the same in two local news papers viz. "Economic Times", in English language and translation thereof in "Maharashtra Times", in Marathi language, both having circulation in Pune. The said undertaking is accepted.
3.
That the convening and holding of 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) proposed Scheme of
Amalgamation of KUMAR HOUSING CORPORATION PRIVATE LIMITED, (The First Transferor Company) and SUKUMAR ENVIRO FARMS PRIVATE LIMITED, (The Second Transferor Company) with KUMAR URBAN DEVELOPMENT PRIVATE LIMITED, (The Transferee Company), is dispensed with in view of the averments made in paragraph 23 of the Affidavit in support of the Summons for Direction inter alia stating that Unsecured Creditors of the Applicant Company are concerned all of them are in the nature of sundry/trade creditors arising from the day-to-day business activities of the Applicant Company and that the Unsecured Creditor will in no way be affected by the proposed Scheme of Amalgamation as the assets of the Applicant Company after the proposed amalgamation will be far more than its liabilities and that the Applicant undertakes to issue individual notice of date of hearing of Petition by Registered Post A.
D. to its all Unsecured Creditors and also to publish the same in two local news papers viz. "Economic Times", in English language and translation thereof in "Maharashtra Times", in Marathi language, both having circulation in Pune. The said undertaking is accepted.
(S. J.Kathawalla, J.)