Atlas Fine Chemicals Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.319 OF 2015 In the matter of the Companies Act, of and other relevant provisions of the Companies Act, 2013;
AND In the matter of Sections 391 to 394 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 2013;
AND In the matter of Scheme of Amalgamation of ATLAS FINE CHEMICALS PRIVATE LIMITED, the Transferor Company with AIMS IMPEX PRIVATE LIMITED, the Transferee Company ATLAS FINE CHEMICALS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Office 73, Green Field Tower, B- Wing, Mahakali Caves Road, Andheri (E), Mumbai - 400093.
) ) ) ) ) ) ) ...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: 24th April, 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 20th February, 2015 Mr. Vilas M. Nathe, Authorized Signatory of the Applicant
Company, in support of the Summons for Direction and the Exhibit therein referred to, IT IS ORDERED THAT :- 1.
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 Atlas Fine Chemicals Private Limited, the Transferor Company with Aims Impex Private Limited, the Transferee Company, is dispensed with in view of the consent given by all the Five Equity Shareholders of the Applicant Company, which are annexed as Exhibits 'C-1' to 'C-5' to the Affidavit in support of Summons for Direction.
2.
The question of convening and holding of the meeting of Secured Creditors does not arise since there are no Secured Creditors of the Applicant Company as stated in paragraph 18 of the Affidavit in support of Summons for Direction. 3.
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 Atlas Fine Chemicals Private Limited, the Transferor Company with Aims Impex Private Limited, the Transferee Company is dispensed with in view of the averments made in
paragraph 19 of the Affidavit in support of the Summons for Direction inter alia stating that so far as Unsecured Creditors of the Applicant Company are concerned all of them are in the nature of sundry/trade creditors arising from the day-today 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. "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.)