Amline Textiles Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 341 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 Amline Textiles Private Limited with Tulsiani Builders & Textiles Private Limited and their Respective Shareholders Amline Textiles Private Limited a Company incorporated } Under the provisions of companies Act, 1956 having its } Registered office at 1105 Tulsiani Chambers, } 212 Nariman Point, Mumbai 400021 }..Applicant Company Called Summons for Directions for hearing Mr. Hemant Sethi with Mr. Ajit Singh Tawar i/b. Hemant Sethi & Co., for Applicant
Coram: S. J. Katahwalla, J.
Date: 24th April 2015 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by M/S Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 24th day of March, 2015 of Mr. Shripad Mukund Kuvelkar, Director of the Applicant Company, in support of Summons for Directions and the Exhibits therein 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 Amline Textiles Private Limited with Tulsiani Builders & Textiles Private Limited 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 "G-1" to "G-3" to the Affidavit in support of the Summons for Directions. 2.
That the question of convening and holding of the meeting of the Secured and Unsecured Creditors of the Applicant Company does not arise since, there are no Secured and Unsecured Creditors in the Applicant Company as stated in paragraph 17 of the Affidavit in support of the Company Summons for Direction.
3.
The Applicant Company is wholly owned subsidiary of the Transferee Company and there is no re-organization of share capital of the Transferee Company and no new shares are being issued by the Transferee Company as all shares will be cancelled as per Clause 13 of the Scheme and rights of creditors of Transferee Company are not affected as mention in paragraphs 18 & 19 of the Affidavit in support of Summons for Direction and also in view of observations made by this court in Mahaamba Investment Ltd verses IDI 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 Tulsiani Builders & Textiles Private Limited, the Transferee Company is dispensed with.
(S. J. Kathawalla, J.)