Rathi Brothers Poona Limited v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.369 OF 2016 In the matter of Companies Act, 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 Rathi Brothers Delhi Limited (Transferor Company-1) And Rathi Brothers Madras Limited (Transferor Company-2) And Rathi Brothers Calcutta Limited (Transferor Company-3) into Rathi Brothers Poona Limited (Transferee Company) Rathi Brothers Poona Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 162, Wellesley Road, Pune - 411 001 ) ) ) ) ) .......Applicant Company Called Summons for Direction for hearing Mr. Kunal Mehta i/b M/s. Crawford Bayley & Co, Advocate for Applicant Company CORAM: S.C. GUPTE, J DATE: 4th MAY, 2016 MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Summons for Direction, AND UPON HEARING Mr. Kunal Mehta instructed by M/s. Crawford Bayley & Co., Advocates for the Applicant Company, AND

UPON READING the Affidavit dated April 18, 2016 of Mr. P.S. Raghavan, Authorised Signatory of the Applicant Company, in support of Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED-: 1.

That convening and holding the meeting of the Equity Shareholders and Preference 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 Rathi Brothers Delhi Limited (Transferor Company-1) and Rathi Brothers Madras Limited (Transferor Company-2) and Rathi Brothers Calcutta Limited (Transferor Company-3) into Rathi Brothers Poona Limited (Transferee Company), is dispensed with in view of the consent given by all the thirteen Equity Shareholders and both the Preference Shareholders of the Applicant Company, which are annexed as Exhibits "P-1" to "P-15" to the Affidavit in Support of Company Summons for Direction.

2.

That there are no Secured Creditors of the Applicant Company as stated in paragraph 40 of the Affidavit in support of the Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise.

3.

That there are no Unsecured Creditors of the Applicant Company as stated in paragraph 41 of the Affidavit in support of the Company Summons for Direction. Hence, the question of convening and holding the meeting of the Unsecured Creditors does not arise. (S.C. Gupte, J.)

CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

Uploaded by : Shankar Gawde, Stenographer.