Hercules Pigment Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 497 OF 2015 In the matter of Companies Act, 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956 or other relevant provisions of the Companies Act 1956 AND In the matter of Scheme of Amalgamation of Nutech Colors Private Limited with Hercules Pigment Private Limited and their respective shareholders Hercules Pigment Private Limited, a Company incorporated under the provisions of the Companies Act, 1956 having its registered office at 402, Peninsula Heights C.D.
Barfiwala Marg, Juhu Lane, Andheri West, Mumbai-400058, Maharashtra ) ) ) ) ) ......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. C. GUPTE, J.
Date: 26th June, 2015
MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Company 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 30th day of March, 2015 of Mrs. Vatsala N Desai, Director 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 Nutech Colors Private Limited with Hercules Pigment 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 "H-1" to "H-3" to the Affidavit in support of the Company Summons for Direction.
2. The convening and holding the meeting of the Secured Creditors of the Applicant, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Nutech Colors Private Limited with Hercules Pigment Private Limited and their respective shareholders, is dispensed with in view of averments made in paragraph 12 of the Affidavit in support of the Company Summons for Direction, inter-alia stating that as far as the Secured Creditors are concerned, they will not be affected by the proposed Scheme of Amalgamation as the assets of the Transferee Company, post Scheme, will be far more than its liabilities and as such sufficient to
discharge the liabilities. Further there is no dilution of Securities provided to the Secured Lenders who will continue to hold charge over the respective assets post sanctioning of the Scheme and that the Applicant undertakes to issue individual notice of the date of hearing of the Company Scheme Petition to all its Secured Creditors by RPAD and also 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.
3.
in 'Navshakti' in Marathi Language both having circulation in Mumbai. The said undertaking is accepted.
(S. C. GUPTE, J)