Simple Constructions Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 324 OF 2015 In the matter of the Companies Act, 1956/2013 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of Simple Constructions Private Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of Scheme Of Amalgamation Of Growth Trading Private Limited, And Shubha Mercantile Private Limited, And Simple Constructions Private Limited, With SNS Real Estate Private Limited, Simple Constructions Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 102 Jn of 11th Road, Central Avenue Road, Near Ganteshwar Mandir, Mumbai400052 ...Applicant Company Called Summons for Direction for hearing Mr. Naser Ali Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant.
Coram: S. J. Kathawalla, J.
Date : 24th April, 2015 MINUTES OF THE ORDER UPON the application of Simple Constructions Private Limited, the Applicant Company abovenamed by Summons for Direction AND UPON hearing Mr. Naser Ali Rizvi, instructed by M/s. Thakore Jariwala and Associates, Advocates for the Applicant Company AND UPON reading the Affidavit dated 2nd March, 2015 of Shri Amar Shah, the Director of the Applicant Company, in support of Summons for Direction and the Exhibits therein, 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 Scheme of Amalgamation of Growth Trading Private Limited and Shubha Mercantile Private Limited and Simple Constructions Private Limited with SNS Real Estate Private Limited is dispensed with in view of the consent given by both Equity Shareholders of the Applicant Company, which are annexed as Exhibits "J-1 and J-2" to the Affidavit in Support of the Summons for Direction.
2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph 24 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise.
3. There are no Unsecured Creditors of the Applicant Company, as mentioned in paragraph 25 of the Affidavit in Support of Summons for Direction.
Hence, the question of convening and holding the meeting of Unsecured Creditors does not arise.
4. In view of the averments made in paragraph 26 of the Affidavit in Support of Summons for Direction inter-alia stating that the entire paid-up share capital of the Applicant Company is held by the transferee company and that the Applicant Company is wholly owned subsidiary of the Transferee Company and no new shares are being issued by the Transferee Company and there will be no change in the capital structure of the transferee company and that the scheme will not affect the members or creditors of the Transferee Company and in view of the judgement of this Court in Mahaamba Investments Limited Vs. IDI Limited (2001) Company Cases 105, filing of the separate Company Summons for Direction and Company Scheme Petition by SNS Real Estate Private Limited, the Transferee Company, is dispensed with.
(S. J. Kathawalla, J.)