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Bombay High CourtCSD/545/2015absolute

Atlas Castalloy Ltd. v. -

2015-07-10Hon'Ble Shri Justice S.C. Gupte4 pages

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SUMMONS FOR DIRECTION NO 545 OF 2015 In the matter of Companies Act, 1956 (or re-enactment thereof upon effectiveness of the Companies Act, 2013) AND In the matter of Sections 391 to 394 of the Companies Act, (or any corresponding provisions of the Companies Act, 2013 as may be notified);

AND In the matter of Scheme of Arrangement between Atlas Castalloy Limited and Alicon Castalloy Limited and their respective Shareholders and Creditors Atlas Castalloy Limited, a company incorporated } under the provisions of the Companies Act, 1956 } having its registered office at 7/C, Udyog Mandir Compound, } Bhagoji Keer Marg, Mahim, Mumbai - 400 016 } ... 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: 10th July, 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 4th day of June, 2015 of Mr. Ratish Arya, Authorised Signatory 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 with Alicon Castalloy Limited and their respective Shareholders and Creditors is dispensed with, in view of consent given by all the nine Equity Shareholders of the Applicant Company, which are annexed as Exhibits "D-1" to "D-9" to the Affidavit in support of the Company Summons for Direction. The Applicant Company undertakes to give individual notice by RPAD / Speed Post /

Airmail to Ms. Shefali Rai whose consent has been signed by her Constituted Attorney, of the date of hearing of the Petition.

2.

The convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if and Alicon Castalloy Limited and their respective Shareholders and Creditors is dispensed with, in view of averments made in paragraph 13 of the Affidavit in support of Company Summons for Direction, inter alia stating that the present Scheme is an arrangement between the Applicant Company and its shareholders as contemplated under Section 391(1)(b) of the Act and not in accordance with the provisions of Section 391(1)(a) of the Act as there is no compromise and / or arrangement with the Secured Creditors as no sacrifice is called for and the rights of the Secured Creditors are not affected and there is no reduction in amounts payable to the Secured Creditors as no sacrifice is called for and that the Applicant undertakes to issue individual notice of the date of hearing of the Company Scheme Petition to all its Secured Creditors and also publish notices 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.

3. The convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if and Alicon Castalloy Limited and their respective Shareholders and Creditors is dispensed with, in view of averments made in paragraph 14 of the Affidavit in support of Company Summons for Direction, inter alia stating that the present Scheme is an arrangement between the Applicant Company and its shareholders as contemplated under Section 391(1)(b) of the Act and not in accordance with the provisions of Section 391(1)(a) of the Act as there is no compromise and / or arrangement with the Unsecured Creditors and that the Applicant Company undertakes to give individual notice of the date of hearing of the Company Scheme Petition by RPAD / Speed Post / Airmail to its Unsecured Creditors having an outstanding balance of Rs. 2.00 lakhs and above and also publish notices 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)