Newgen Saurashtra Windfarms Limited v. 0
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 391 OF 2015 In the matter of:
The Companies Act, 1956;
AND In the matter of:
Sections 391 to 394 of the Companies Act, 1956;
AND In the matter of:
NewGen Saurashtra Windfarms Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at C/o The Tata Power Company Limited, Corporate Center, 'A' Block, 34 Sant Tukaram Road, Carnac Bunder, Mumbai 400009, Maharashtra, India;
AND In the matter of:
Scheme of Amalgamation of NEWGEN SAURASHTRA WINDFARMS LIMITED WITH
Tata Power Renewable Energy Limited AND their respective shareholders and their creditors.
NewGen Saurashtra Windfarms Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at C/o The Tata Power Company Limited, Corporate Center, 'A' Block, 34 Sant Tukaram Road, Carnac Bunder, Mumbai 400009, Maharashtra, India ) ) ) ) ) ) ) ) ) ) ......Applicant Company CALLED SUMMONS FOR DIRECTIONS FOR HEARING Mr. Sanjay Jain along with Mr. Chinmaya Gajaria i/b AZB & Partners, Advocates for the Applicant Company Coram: - S. J. Kathawalla, J.
Dated: - 8th May, 2015 MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Sanjay Jain along with Mr. Chinmaya Gajaria instructed by AZB & PARTNERS, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 6th February, 2015 of Ms. Bina Ajay, Authorised Signatory of the Applicant Company, in support of Summons for Direction along with the Exhibits therein referred to, IT IS ORDERED:
1.
That convening and holding of 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 NEWGEN SAURASHTRA WINDFARMS LIMITED with Tata Power Renewable Energy Limited and their respective shareholders and their creditors, is dispensed with in view of the consent given by all the seven Equity Shareholders of the Applicant Company, which are annexed and marked as Exhibits "K-1" to "K-7" to the Affidavit in Support of the Summons for Direction. 2.
That the convening and holding of the meeting of the Secured Creditor(s) 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 NEWGEN SAURASHTRA WINDFARMS LIMITED with Tata Power Renewable Energy Limited and their respective shareholders and their creditors, is dispensed with in view of the averments made in paragraph 17 of the Affidavit in Support of the Company Summons for Direction inter-alia stating that since the Board Resolution of the Secured Creditor who has given its consent is not available, the Applicant Company undertakes to issue individual notice of hearing of the Petition by Registered Post AD upon to its Secured Creditor and also to publish the same 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 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), the proposed Scheme of Amalgamation of NEWGEN SAURASHTRA WINDFARMS LIMITED with Tata Power Renewable Energy Limited and their respective shareholders and their creditors, is dispensed with in view of the averments made in paragraph 18 of the Affidavit in Support of the Company Summons for Direction inter-alia stating that the aggregate assets of the Applicant Company and the Transferee Company are in excess of, and are more than sufficient to meet all their respective external liabilities and the Scheme will not adversely affect the rights and interest of any of the creditors of any company in any manner whatsoever and that the Applicant Company undertakes to issue individual notice of hearing of the Petition by Registered Post AD to all its Unsecured Creditors and also to publish the same 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 undertaking is accepted.
4.
In view of averments made in paragraph 19 to 21 of the Affidavit in support of Company Summons for Direction inter-alia stating that the Applicant Company is a wholly owned subsidiary of the Transferee Company and that after the Scheme being sanctioned, no new shares are being issued by the Transferee Company and the entire share capital of the Applicant Company would stand cancelled and the rights of the equity shareholders and the creditors of the Transferee Company are not likely to be affected, and in view of observations made in Mahaamba Investment Ltd verses IDI Limited (2001) 105 Co cases page 16 to 18, the filing of separate Company Summons for Direction and Company Scheme Petition under Section 391 and 394 of
the Companies Act,1956 by Tata Power Renewable Energy Limited, the Transferee Company is dispensed with. (S. J. Kathawalla, J)