Skanem Interlabels Industries North Pvt Ltd v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORIDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 286 OF 2016 In the matter of the Companies Act of 1956;
AND In the matter of Sections 391 to 394 of Companies Act, 1956 AND In the matter of Scheme of Amalgamation of Skanem Interlabels Industries North Private Limited WITH Skanem Interlabels Industries Private Limited AND Their Respective Shareholders and Creditors Skanem Interlabels Industries North Private ) Limited, a company incorporated under ) provisions of Companies Act, 1956, having ) registered office at, 110 Ravi Industrial Estate, ) Off Mahakali Caves Road, Andheri (W), Mumbai ) 400093, Maharashtra, India ) ...Applicant Company.
Called Summons for Direction for hearing Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant
Coram: B. P. Colabawalla J.
Date : 22nd April, 2016 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 7th March, 2016 Mr. Ninad Shelar, CFO 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 Skanem Interlabels Industries North Private Limited, the Transferor Company with Skanem Interlabels Industries Private Limited, the Transferee Company is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibit 'K-1' and 'K-2' to the Affidavit in support of Summons for Direction. 2.
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 Skanem Interlabels Industries North Private Limited, the Transferor Company with Skanem Interlabels Industries Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraph 25 of the Affidavit in support of the Summons for Direction inter alia stating that so far Secured Creditors of the Applicant Company is concerned, they 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 Secured 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.
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 Skanem Interlabels Industries North Private Limited, the Transferor Company with Skanem Interlabels Industries Private Limited, the Transferee Company is dispensed with in
view of the averments made in paragraph 26 of the Affidavit in support of the Summons for Direction and that the Applicant undertakes to issue individual notice of date of hearing of the Company Scheme 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.
4.
That, in view of averments made in paragraph 27-28 of the Affidavit in support of Company Summons for Direction, interalia, stating that the Applicant Company is wholly owned subsidiary company of the Transferee Company and all the shares of the Applicant Company are presently held by the Transferee Company in its own name and in the name of its nominee and pursuant to the scheme being sanctioned, no new shares are required to be issued to the members of the Applicant Company by the Transferee Company and the entire share capital of the Applicant Company will stand cancelled and that the Scheme does not affect the rights and interests of the members or the creditors of the Transferee Company and does not involve any re-organization of the Share Capital of the Transferee Company and that the assets and liabilities of the Applicant Company will be vested under the scheme with the
Transferee Company and the shareholding and other rights of the members of the Transferee Company will remain unaffected as no new shares are being issued and there will be no change in capital structure and in view of the judgment passed by this Court in the case of Mahaamba Investments Limited V/s. IDA 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 EUROSTAR DIAMONDS INDIA PRIVATE LIMITED, Transferee Company is dispensed with. (B. P. Colabawalla, J.) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.
Uploaded by : Shankar Gawde, Stenographer.