Sotc Travel Services Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 677 OF 2016 In the matter of the Companies Act, 1956 (1 of 1956);
and In the matter of Sections 391 to 394 of the Companies Act, 1956;
and In the matter of Composite Scheme of Arrangement and Amalgamation between Distant Frontiers Tours Private Limited, SITA Beach Resorts Private Limited, SITA Destination Management Private Limited, SITA Holidays (India) Private Limited, SITA Holidays Resorts Private Limited, SITA Incoming (India) Private Limited, SITA Travels Private Limited, SOTC Travel Services Private Limited, Travel Corporation (India) Limited and their respective shareholders and creditors ) SOTC Travel Services Private Limited a company incorporated under the provisions of the Companies ) Act, 1956 having its Registered Office at 324, Dr. D. N. Road, ) Fort, Mumbai 400001 ) .....Applicant Company Called Summons for Direction for Hearing Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant Coram: B. P. Colabawalla, J
Date: 5th August , 2016 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 8th day of July, 2016 of Mrs. Kiran Agrawal, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:
1. That 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 Arrangement and Amalgamation between Distant Frontiers Tours Private Limited, SITA Beach Resorts Private Limited, SITA Destination Management Private Limited, SITA Holidays (India) Private Limited, SITA Holidays Resorts Private Limited, SITA Incoming (India) Private Limited, SITA Travels Private Limited, SOTC Travel Services Private Limited with Travel Corporation (India) Limited and their respective shareholders and creditors is dispensed with in view of consents given by all the seven (7) Equity Shareholders of the Applicant Company, which are annexed as Exhibits C1 to C7 to the Affidavit in support of Company Summons for Direction.
2. There are no Secured Creditors in the Applicant Company, as stated in paragraph 13 of the affidavit in support of the Summons of Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise.
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 Composite Scheme of Amalgamation and Arrangement of between Distant Frontiers Tours Private Limited, SITA Beach Resorts Private Limited, SITA Destination Management Private Limited, SITA Holidays (India) Private Limited, SITA Holidays Resorts Private Limited, SITA Incoming (India) Private Limited, SITA Travels Private Limited, SOTC Travel Services Private Limited, Travel Corporation (India) 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 rights of Unsecured Creditors of the Applicant Company will not be affected by the proposed Composite Scheme, since post the Composite Scheme, the assets of the Transferee Company will be sufficient to discharge its liabilities.
Further the Applicant Company undertakes to issue individual notice of the hearing of the Petition by R.P.A.D.
newspapers i.e. 'Free Press Journal', in English language and translation thereof in 'Navshakti', in Marathi language, both having circulation in Mumbai. The said undertaking is accepted.
( B. P. Colabawalla, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.
Uploaded By: Shankar Gawde, Stenographer