Phanes Educations Private Limited v. 0
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 588 OF 2015 In the matter of the 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 Phanes Educations Private Limited, Transferor Company with EduSpark International Private Limited, Transferee Company Phanes Educations Private Limited Incorporated and registered under the Companies Act, 1956, having its registered office at Motilal Nagar No 1, Srirang Sabde Marg, Off Link Road, Goregaon (W), Mumbai 400104, Maharashtra.
) ) ) ) ) ) ) )... Applicant / Transferor Company Called Summons for Direction for hearing Mr. Sanjay Udeshi a/w Mr. Darshan Ashar i/b Sanjay Udeshi & Co, Advocate(s) for Applicant.
Coram: S.C. Gupte, J.
Dated: 24th July, 2015 MINUTES OF ORDER Upon the application of the above-named Applicant Company by a Summons for Direction AND upon hearing Shri. Sanjay Udeshi, Advocate for the Applicant AND upon reading the Affidavit dated 10th April, 2015 and Further Affidavit dated 10th July, 2015 of Mr. Paresh Bhatelia, the Authorised Signatory of the Applicant Company of Mumbai in support of the Summons for Direction, 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 Scheme of Amalgamation of Phanes Educations Private Limited, Transferor Company with EduSpark International Private Limited, Transferee Company, and their respective shareholders and creditors, is dispensed with in view of the Consent given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits 'C1' and 'C2' to the Affidavit in Support of Summons for Directions.
2.
The convening and holding the meeting of the Secured creditor of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Phanes Educations Private Limited, Transferor Company with EduSpark International Private Limited, Transferee Company, and their respective shareholders and creditors, is dispensed with in view of the Consent given by its sole secured creditor of the Applicant Company which is annexed as Exhibit 'D1'' to the Affidavit in Support of Summons for Directions. 3.
As on date there are no Debenture Holders of the Applicant Company as mentioned in paragraph 18 of the Affidavit in support of Company Summons for Direction. Hence the question of convening and holding the meeting of the debenture holders does not arise. 4.
That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and if thought fit, approving with or without modification(s), the Scheme of Amalgamation of Phanes Educations Private Limited, Transferor Company with EduSpark International Private Limited, Transferee Company, and their respective shareholders and creditors, is dispensed with in view of the consent given by all the unsecured creditors which are annexed as Exhibit 'E1 to E3' to the Affidavit in Support of Company Summons for Direction. (S.C. Gupte J)