Sng Constructions Pvt. Ltd. v. --
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 287 OF 2015 In the matter of the Companies Act, 1956 (1 of 1956);
AND In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of SNG Engineering Limited ("Transferor Company-I") and Prestige Hotelling and Engineering Industries Private Limited("Transferor Company-II") with SNG Constructions Private Limited ("Transferee Company") and their respective shareholders.
SNG Constructions Private Limited, a Company incorporated under the provisions of Companies Act, 1956 and having its registered office at Flat No.01, Plot RL168, 3rd Floor, G-Block, MIDC Chinchwad, Shahu Garden, Shahu Nagar, Pune -411 019 ) ) ) ) ) ) ) ) ) ........Applicant Company Called Summons for Direction for Hearing Mr. Hemant Sethi with Mr. Ajit Singh Tawar i/b. Hemant Sethi & Co., Advocates for the Applicant Company Coram: S.J. Kathawalla, J.
Date: 10th 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 Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON
READING the Affidavit dated 5th day of March, 2015 of Mr. Vinay Wadgaonkar, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction, and the Exhibits there in referred to, 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 proposed Scheme of Amalgamation of SNG Engineering Limited ("Transferor Company-I") and Prestige Hotelling and Engineering Industries Private Limited("Transferor Company-II") with SNG Constructions Private Limited ("Transferee Company") and their respective shareholders, is dispensed with in view of the consent given by all the Three Equity Shareholders of the Applicant Company, which are annexed as Exhibits "L-1" to "L-3" to the Affidavit in support of the Summons for Directions. 2.
The question of convening and holding the meeting of the Secured Creditors of the Applicant Company does not arise as there are no Secured Creditors in the Applicant Company as stated in paragraph 16 of the Affidavit in Support of the Company Summons for Direction.
3.
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 Scheme of Amalgamation of SNG Engineering Limited
("Transferor Company-I") and Prestige Hotelling and Engineering Industries Private Limited("Transferor Company-II") with SNG Constructions Private Limited ("Transferee Company") and their respective shareholders, is dispensed with in view of averments made in paragraph 17 of the Affidavit in support of the Summons for Directions inter-alia stating that the present Scheme of Amalgamation is an arrangement between the Applicant Company and its Shareholders as contemplated under Section 391(l) (b) and not in accordance with the provisions of Section 391(l) (a) of the Companies Act, 1956, as there is no compromise and/or arrangement with the creditors as no sacrifice is called for and they will not be affected adversely with the proposed Scheme of Amalgamation 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 publish the same in two local newspapers namely „Economic Times‟ in English language and translation thereof in „Maharashtra Times‟ in Marathi Language both having circulation in Pune.
The said undertaking is accepted.
(S.J. Kathawalla. J,)