Sarang Property Developers Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 609 OF 2015. In the matter of the Companies Act (1 of 1956);
AND In the matter of Sections 391 to 394 of the Companies Act, 1956;
AND In the matter of Scheme of Arrangement between Kanakia Bhumi Construction Private Limited ('Transferor Company' ) and Sarang Property Developers Private Limited ('Demerged Company' ') and Centaur Mercantile Private ('Resulting Company' or 'Transferee Company') and their respective Shareholders SARANG PROPERTY DEVELOPERS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 215Atrium, 10th Floor, Opp. Divine School, JB Nagar, Andheri Kurla Road, AndheriEast, Mumbai-400059, Maharashtra, India ) ) ) ) ) ) ) ...Applicant Company Called Summons for Directions Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant Coram: S. C. Gupte, J.
Date: 24th July, 2015 MINUTES OF THE ORDER
UPON the application of the Applicant Company above named by a Company Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by M/S Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 2nd day of June, 2015 of Rashmi Shah, Authorised Signatory of the Applicant Company, in support of Company Summons for Directions 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 proposed Scheme of Arrangement between Kanakia Bhumi Construction Private Limited ('Transferor Company') and Sarang Property Developers Private Limited ('Demerged Company') and Centaur Mercantile Private ('Resulting Company' or 'Transferee Company') and their respective Shareholders is dispensed with in view of consent given by all the three Equity Shareholders of the Applicant Company, which are annexed as Exhibits "C-1" to "C-3" to the Affidavit in support of the Company Summons for Directions.
2.
The question of convening and holding the meeting of the Secured Creditors of the Applicant Company does not arise as there are no Secured Creditors in the Applicant Company as stated in paragraph 11 of the Affidavit in Support of the Company Summons for Direction. 3.
The 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 proposed Scheme of Arrangement between Kanakia Bhumi Construction Private Limited ('Transferor Company') and Sarang Property Developers Private Limited ('Demerged Company') and Centaur Mercantile Private ('Resulting Company' or 'Transferee Company') and their respective Shareholders is dispensed with in view of averments made in paragraph 12 of the Affidavit in support of Company Summons for Direction, inter-alia stating that present Scheme is an Arrangement between the Applicant Company and its shareholders as contemplated under Section 391(1)(b) and not in accordance with the provisions of Section 391(1)(a) of the Companies Act, 1956 as there is no Compromise and/or Arrangement with the Unsecured Creditors as no sacrifice is called for and that the Applicant undertakes to issue individual notice of the date of hearing of Company Scheme Petition to all its Unsecured Creditors by RPAD and also publish the same in '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)