Kalyani Technotherm Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 457 OF 2016 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 the Scheme of Amalgamation of Kalyani Technotherm Limited and Kalyani Thermal Processing Private Limited with Kalyani Technoforge Limited and their Respective Shareholders Kalyani Technotherm Limited , a Company incorporated under the provisions of the Companies Act, and having its registered office at Industry House, S. No. 49 Mundhwa, Pune 411036 .

) ) ) ) ) )........Applicant Company Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant CORAM: B. P. Colabawalla, J.

DATE: 1st July , 2016 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 4th day of April, 2016 of Mr. S.B Kanade,

Director of the Applicant Company, in support of Summons for Directions and Exhibits referred therein, IT IS ORDERED: a) That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation of Kalyani Technotherm Limited and Kalyani Thermal Processing Private Limited WITH Kalyani Technoforge Limited and their Respective Shareholders is dispensed with in view of consent given by all the seven Equity Shareholders of the Applicant Company, which are annexed as Exhibits "J1" to "J7" to the affidavit in support of the Summons for Directions.

publish notices in 'Indian Express' in English language and translation thereof in 'Loksatta' in Marathi language both having circulation in Pune.

c) That convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation of Kalyani Technotherm Limited and Kalyani Thermal Processing Private Limited with Kalyani Technoforge Limited and their Respective Shareholders is dispensed with in view of averments made in paragraph 16 of the affidavit in support of Company Summons for Direction inter-alia stating that in so far as the rights of the Unsecured Creditors of the Applicant Company are concerned, they will not be affected by the proposed Scheme of Amalgamation as the assets of the Transferee Company, post the proposed amalgamation, will be far more than its liabilities and as such sufficient to meet the liabilities of the Applicant Company as and when they accrue or arise lender and that the Applicant Company undertakes to issue individual notice to all its Unsecured Creditors and also publish notices in 'Indian Express' in English language and translation thereof in 'Loksatta' in Marathi language both having circulation in Pune.

d) 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 11 of the Scheme and rights of creditors of Transferee Company are not affected as mention in paragraphs 18 to 21 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 Kalyani Technoforge Limited, the Transferee Company is dispensed with.

(B.P. COLABAWALLA, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

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