Zawar Foods Private Limited v. 0
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 535 OF 2016 In the matter of the Companies Act, 1956 (I of 1956) And In the matter of Sections 391 and 394 of the Companies Act, 1956 (I of 1956) And In the matter of the Scheme of Amalgamation of Zawar Sales Limited (Transferor Company - I") And Zawar Foods Private Limited ("Transferor Company II") with Jaibalaji Business Corporation Private Limited ("Transferee Company") and their respective shareholders Zawar Foods Private Limited, a Company incorporated under the Companies Act, 1956 (I of 1956) and having its Registered Office at Flat No. 25, Asha Heritage, Survey No.12/1/B, Hadapsar, Pune - 411028, Maharashtra, bearing CIN:
U15543PN2003PTC018119 ) ) ) ... Applicant / Transferor ) ) ) ) Company-II Called Summons for Directions Mr. Ajinkya Kurdukar, Advocate for the Applicant Coram: B. P. Colabawalla, J Date: 1st July 2016
MINUTES OF ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Ajinkya Kurdukar, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 24th February, 2016 of Mr. Satish Parale, the Authorised Signatory of the Applicant Company, in support of Summons for Directions and the exhibits 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 Zawar Sales Limited (Transferor Company - I") and Zawar Foods Private Limited ("Transferor Company II") with Jaibalaji Business Corporation Private Limited ("Transferee Company") is dispensed with in view of consent given by all (four) equity shareholders of the Applicant company which is annexed as Exhibit 'D-1 to D-4' to the Affidavit in support of the Summons for Directions.
2. That there are no Secured Creditors of the Applicant Company as stated in the paragraph number 19 of the Affidavit in support of the Summons for Directions. Hence the question of convening and holding the meeting of Secured Creditors does not arise.
3. That there are no Unsecured Creditors of the Applicant Company as stated in the paragraph 20 of the Affidavit in support of the Summons for Directions. Hence the question of convening and holding the meeting of Unsecured Creditors does not arise. Further in the view of the averment made in the paragraph 20 of the Affidavit in support to the Summons for Directions, the Applicant company undertakes that it will serve a Notice of Hearing of the Petition upon all the
Unsecured Creditors arising on account of Trade Payables and Advances received from the customers in the normal course of business by R.P.A.D. to all such Unsecured Creditors and also to publish the same in one issue of "Indian Express" in English Language and "Loksatta", Pune edition, both having circulation in Pune. The said undertaking is accepted.
(B. P. Colabawalla, J)
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