Kalapataru Retail Ventures Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 314 OF 2015. In the matter of the Companies Act, 1956 (1 of 1956);
AND In the matter of Sections 391 to 394 read with Section 100-103 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013;
AND In the matter of Composite Scheme of Amalgamation and Arrangement between Astrum Developers Private Limited (Transferor Company) AND Neo Pharma Private Limited (Transferee or Demerged Company) AND Kalpataru Retail Ventures Private Limited (Resulting Company) AND Their respective Shareholders and Creditors ) KALPATARU RETAIL VENTURES PRIVATE LIMITED, a company ) incorporated under the Companies Act, ) 1956 having its registered office at 101, ) Kalpataru Synergy, Opp Grand Hyatt, ) ) ....... Applicant Company Santacruz (East), Mumbai 400 055.
Called Summons for Direction for Hearing Mr. Hemant Sethi i/b. M/s Hemant Sethi & Co., for 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. Hemant Sethi instructed by M/s. Hemant Sethi & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 5th March 2015 of Mr. Lokesh Jain, Authorized Signatory, 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 Composite Scheme of Amalgamation and Arrangement between Astrum Developers Private Limited and Neo Pharma Private Limited and Kalpataru Retail Ventures Private Limited and their respective Shareholders and Creditors, is dispensed with in view of consent given by all the Seven Equity Shareholders of the Applicant Company, which are annexed as Exhibits 'D1- D7' to the Affidavit in support of the Summons for Direction.
2. That the convening and holding the meeting of the Preference Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Composite Scheme of Amalgamation and Arrangement between Astrum Developers Private Limited, (Transferor
Company) and Neo Pharma Private Limited, (Transferor Company or Demerged Company ) and Kalpataru Retail Ventures Private Limited (Resulting Company ) and their respective Shareholders and Creditors, is dispensed with in view of consent given by the Sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit 'D8' to the Affidavit in support of the Summons for Direction.
3.
translation thereof in 'Navshakti' in Marathi Language both having circulation in Mumbai. The said undertaking is accepted.
4.
The convening and holding 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 Composite Scheme of Amalgamation and Arrangement between Astrum Developers Private Limited (Transferor Company) AND Neo Pharma Private Limited (Transferee or Demerged Company) AND Kalpataru Retail Ventures Private Limited (Resulting Company) AND Their respective Shareholders and Creditors is dispensed with in view of averments made in paragraph 12A of the Affidavit in support of Company Summons for Directions, inter-alia stating that as far as rights of Unsecured Creditors of the Applicant Company are concerned, the Applicant Company states that the Scheme does not envisage any Compromise or Arrangement with the Unsecured Creditors and that the Applicant Company undertakes to issue individual notice of the date of hearing of the Company Scheme Petition to all its Unsecured Creditors by RPAD and also undertakes to publish the same in two local newspapers namely '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)