Target Marketing Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 547 OF 2015. In the matter of Companies Act, 1956 (1 of 1956) and the Companies Act, 2013;
AND In the matter of Sections 391-394 and other applicable provisions of the Companies Act, 1956 and other applicable provisions of the Companies Act, 2013;
AND In the matter of Scheme of Amalgamation of Target Marketing Private Limited ("TMPL" or the Transferor Company No.1), Sparkling Stars Seafoods Private Limited ("SSSPL" or the Transferor Company No.2), and Mentor Exports & Services Private Limited ("MESPL" or the Transferor Company No.3) WITH Pickwick Hygienic Products Private Limited ("PHPPL" or "Transferee Company").
Target Marketing Private Limited ) Company incorporated under the ) provisions of the Companies Act,
1956 and having its Registered ) Office at Atur House Flat "C" 87- ) A, Dr. Annie Besant Road, Worli, ) Mumbai 400018, State of Maharashtra.
) .......... Applicant Company .
Ms. Pallavi Mehta i/b M/s. Malvi Ranchoddas & Co., Advocates for the Applicant Company Coram:-S.C.Gutpe, J.
Dated: 24th July 2015.
M I N U T E S O F O R D E R UPON the Application of the Applicant Company abovenamed by a Summons for Direction and UPON HEARING Advocate for the Applicant Company, AND UPON READING the Affidavit dated 13th February 2015 of Mr. kamal Kodumal Hemnani Director of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to IT IS ORDERED THAT: (I) The convening and holding the meeting of 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 Arrangement / Amalgamation of Target Marketing Private Limited (TMPL), Sparkling Stars Seafoods Private Limited (SSSPL), Mentor Exports & Services Private Limited (MESPL) and Pickwick Hygienic Products Private Limited (PHPPL) is dispensed in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit- E-1 to E-3 the Affidavit dated 13th day of February 2015 in Support of Summons for Direction.
(II) The convening and holding of the meeting of Preference Shareholders and/or Debenture Holders 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 Target Marketing Private Limited (TMPL), Sparkling Stars Seafoods Private Limited (SSSPL), and Mentor Exports & Services Private Limited (MESPL) (collectively the "Transferor Companies") with Pickwick Hygienic Products Private Limited (PHPPL) does not arise in view of the averments made in Paragraph 26 of the Affidavit dated 13th February 2015 in Support of Company Summons for Direction.
(III) There are no Secured Creditors or Unsecured Creditors of the Applicant Company as mentioned in paragraph No.20 of the Affidavit dated 13th day of February 2015 in Support of Summons for Direction, hence the question of convening and holding the meeting of Secured Creditors and Unsecured Creditors does not arise.
(S. C. GUPTE, J.)