Michelman Chemicals Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 744 OF 2015 In the matter of the Companies Act, 1956 (1 of 1956) (or re-enactment thereof upon effectiveness of Companies Act, 2013);
AND In the matter of Sections 391 to 394 of the Companies Act, (or any corresponding provision of Companies act, 2013 as may be notified);
AND In the matter of Scheme of Amalgamation of Supack International Private Limited ("SIPL") WITH Michelman Chemicals Private Limited ("MCPL") AND their respective shareholders and creditors Michelman Chemicals Private Limited, ) a company incorporated under the ) Companies Act, 1956 having its ) Registered Office at C/o. Mehta Paper ) Industries, First Floor, Government ) Industrial Estate, Charkop, Kandivali ) (West), Mumbai, Maharashtra - 400 ) )...Applicant Company.
067, India Called Summons for Direction for hearing Ms. Shruti Kelji a/w. Ms. Sunila Chavan and Ameya Lambhate, Advocates for the Applicant
Coram: S. C. Gupte, J.
Date: 4th September, 2015 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Company Summons for Direction AND UPON HEARING Ms. Shruti Kelji, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 17th August, 2015 of Mr. Pankaj Dhirajlal Shah, Director of the Applicant Company, in support of the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT:- 1.
The convening and holding of 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 Supack International Private Limited ("SIPL") with Michelman Chemicals Private Limited ("MCPL") 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 "G-1" and "G-2" to the Affidavit in support of the Company Summons for Direction.
2.
The question of convening and holding of the meeting of the Secured Creditors of the Applicant Company does not arise since there are no secured creditors in the Applicant Company as stated in paragraph 12 of the Affidavit in Support of the Company Summons for Direction.
3.
The convening and holding of 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 proposed Scheme of Amalgamation of Supack
International Private Limited ("SIPL") with Michelman Chemicals Private Limited ("MCPL") and their respective Shareholders and Creditors, is dispensed with in view of the averments made in paragraph 13 of the Affidavit in support of the Company Summons for Direction, inter-alia stating that Unsecured Creditors of the Applicant Company will not be affected by the proposed Scheme of Amalgamation as no arrangement is envisaged with them and that the Applicant undertakes to issue individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in two local news-papers viz. „Free Press Journal‟, in English language and translation thereof in „Navshakti‟, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted.
(S. C. Gupte, J.)