Winterpark Investments And Finanace Private Limited v. 0
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 197 OF 2015 In the matter of the Companies Act, 1 of 1956 and other relevant provision of the Companies Act, 2013;
In the matter of Sections 391 to 394 of the Companies Act, 1956 and other relevant provision of the Companies Act, 2013;
In the matter of Scheme of Amalgamation LIMITED, (The First Transferor Company) GELID COMMERCIAL INVESTMENTS AND FINANCE PRIVATE LIMITED, (The Third Transferor Company) with SUMA COMMERCIAL LIMITED, (The Transferee Company) AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS WINTERPARK INVESTMENTS AND a company incorporated under Companies Act, 1956 having its registered office at Jatia Chambers 60, Dr V B Gandhi Marg, Mumbai400 023.
) ) ) ) ) ) ) ...Applicant Company.
Called for Summons for Direction hearing Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant
Coram: S.J. Kathawalla, J.
Date: 13th March, 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 the Affidavit dated 13th February, 2015 Mrs. Uma Nair, Authorized 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 First Transferor Company) and GELID COMMERCIAL PRIVATE COMMERCIAL PRIVATE LIMITED, (The Transferee Company) Their Respective Shareholders And Creditors is dispensed with in view of the consent given by all the three Equity Shareholders of the Applicant Company, which are annexed as Exhibit 'C-1' to 'C-3' to the Affidavit in support of Summons for Direction.
2.
That the convening and holding the meeting of the 10% Redeemable Preference shareholders Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of UBIQUITOUS TRADING PRIVATE LIMITED, (The First Transferor Company) and GELID COMMERCIAL PRIVATE LIMITED, (The Second Transferor Company) and WINTERPARK INVESTMENTS AND FINANCE PRIVATE LIMITED, (The Third Transferor Company) with SUMA COMMERCIAL PRIVATE LIMITED, (The Transferee Company) and Their Respective Shareholders And Creditors is dispensed with in view of the consent given by the Sole 10% Redeemable Preference shareholders of the Applicant Company, which is annexed as Exhibit 'D-1' to the Affidavit in support of Summons for Direction.
3.
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 First Transferor Company) and GELID COMMERCIAL PRIVATE
COMMERCIAL PRIVATE LIMITED, (The Transferee Company) Their Respective Shareholders And Creditors is dispensed with in view of the No Due Certificate given by the Sole Secured Creditors of the Applicant Company, which is annexed as Exhibit 'E-1' to the Affidavit in support of Summons for Direction.
4.
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 Amalgamation of UBIQUITOUS TRADING PRIVATE LIMITED, (The First Transferor Company) and GELID COMMERCIAL PRIVATE LIMITED, (The Second Transferor Company) and COMMERCIAL PRIVATE LIMITED, (The Transferee Company) Their Respective Shareholders And Creditors is dispensed with in view of the consent given by both the Unsecured Creditors of the Applicant Company, which are annexed as Exhibit 'F-1' and 'F-2' to the Affidavit in support of Summons for Direction.
(S. J.Kathawalla, J.)