Raundal Farming Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 259 OF 2016 In the matter of the Companies Act, 1956 (1 of 1956);

AND In the matter of Sections 391 to 394 of the Act;

AND In the matter of Scheme of Amalgamation of Pansons Engineers India Private Limited (Transferor Company) WITH Raundal Farming Private Limited (Transferee Company) AND Their respective shareholders Raundal Farming Private Limited ) is a company incorporated under ) the Companies Act,1956 ) having its registered office at ) Sujata Bangar , B-3/3, 0-2, ) Sector 15, Vashi, ) Navi Mumbai-400703 ) ....Applicant Company

Called for Summons for Directions for hearing Ms. Prachi Manekar a/w Mr. Anurag Mankar, Advocates for the Applicant Coram: B. P. Colabawalla,J.

Date: 15th April, 2016 MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Company Summons for Directions AND UPON HEARING Ms. Prachi Manekar, Advocate for the Applicant Company AND UPON READING the Affidavit dated 11th March, 2016 of Mr Vijay Raundal, Director of the Applicant Company, in support of Company Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:

1. That 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 Pansons Engineers India Private Limited with Raundal Farming Private Limited and their respective Shareholders, is dispensed with in view of the consent given by all the 2 (Two) Equity Shareholders of the Applicant Company, which are annexed as Exhibits G-1 to G-2 to the Affidavit in support of Company Summons for Direction.

2. That the question of convening and holding the meeting of Secured Creditors does not arise, since there are no Secured Creditors in the Applicant Company

as stated in paragraph 14 of the Affidavit in support of the Company Summons for Directions.

3. That convening and holding the meeting of the Unsecured Loan Creditor 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 Pansons Engineers India Private Limited with Raundal Farming Private Limited and their respective Shareholders, is dispensed with in view of the consent given by the 1 (One) Unsecured Loan Creditor of the Applicant Company, which is annexed as Exhibits H-1 to the Affidavit in support of Company Summons for Direction.

4. That the question of convening and holding the meeting of Unsecured Creditors does not arise, since there are no unsecured Creditors in the Applicant Company as stated in paragraph 16 of the Affidavit in support of the Company Summons for Directions.

5. That publication of notices in the Maharashtra Government Official Gazette 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: Shri. Shankar Gawde, Stenographer