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Bombay High CourtCSD/945/2016disposed off

Mwv India Paperboard Packaging Pvt. Ltd. v. -

2016-11-25Hon'Ble Shri Justice S.C. Gupte6 pages

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.945 OF 2016 In the matter of the Companies Act, 1956;

And In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013;

And In the matter of the Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 and applicable provisions under the Companies Act, 2013, of MeadWestvaco India Private Limited and MWV India Paperboard Packaging Private Limited and their Respective Shareholders And Creditors MWV India Paperboard ) Packaging Private Limited, a )

company incorporated under ) the Companies Act, 1956 and ) Alpha Building, 10th Floor, ) Office No. 1001 & 1002, ) Hiranandani Business Park, ) Powai Mumbai 400076, ) ... Applicant Maharashtra Company/Transferee Company Called for Summons for Direction Mr. Peshwan Jehangir, Ms. Krishna Kedia, Mr. Himanshu Vidhani, and Ms. Yashashree Mahajan i/b Khaitan & Co., Advocates for the Applicant Company Coram: S. C. Gupte J.

Dated: 25th November 2016 Minutes of Order Upon the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING the Advocates for the Applicant Company AND UPON READING the Affidavit dated 3rd day of August, 2016 of Sachin Kumar Jhankal, Company Secretary of the Applicant Company, in support of the Summons for

Direction along with the Exhibits therein referred to, IT IS ORDERED:-

1. That a 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 under Sections 391 to 394 of the Companies Act, 1956 and applicable portions under the Companies Act, 2013 of MeadWestvaco India Private Limited (" "Transferor Company") and MWV India Paperboard Packaging Private Limited ("Applicant Company"/""Transferee Company") and their respective shareholders and creditors ("Scheme"), be dispensed with in view of averments in paragraph 21 of the Affidavit in Support of the Company Summons for Direction of the Applicant Company and the letters of consent both dated 11th July 2016 given by both the equity shareholders of the Applicant Company, being Exhibit Nos. "L-1" to "L-2", respectively to the Affidavit in Support of the Company Summons for Direction.

2. That the question of convening and holding a meeting of the Preference Shareholders of the Applicant Company does not arise as there are no Preference Shareholders of the Applicant Company as stated in paragraph 22 of the Affidavit in Support of the Company Summons for Direction.

3. That the question of convening and holding a meeting of the Secured Creditors of the Applicant Company does not arise as there are no Secured Creditors of the Applicant Company as stated in paragraph 23 of the Affidavit in Support of the Company Summons for Directions.

4. That a 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 is dispensed in view of the consent letters obtained from 25 unsecured creditors of the Applicant Company having an aggregate outstanding of about 82.5% of the total outstanding unsecured debt of the Applicant Company as of 30th June 2016 as

stated in the averments in paragraph 24 of the Affidavit in Support of the Company Summons for Direction of the Applicant Company, being Exhibits No. "N-1" to "N-25" of the Affidavit in Support of the Company Summons for Directions of the Applicant Company and the undertaking that the Applicant Company will issue individual notices of the date of hearing of the Company Scheme Petition to the remaining Unsecured Creditors of the Applicant Company, and issue public notice of the date of hearing of the Company Scheme Petition in two local newspapers viz. The Free Press Journal in English language and translation thereof in Navshakti in Marathi language, both having circulation in Mumbai.

5. That the question of convening and holding a meeting of the Debenture Holders of the Applicant Company does not arise as there are no Debenture Holders of the Applicant Company as stated in paragraph 25 of the Affidavit in Support of the Company Summons for Direction.

6. Publication of notice of the proposed Scheme of in the Maharashtra Government Gazette is dispensed with. (S.C. Gupte J.) C E R T I F I C A T E I certify that this Order uploaded is a true and correct copy of original signed order.

Uploaded by: Shankar Gawde, Stenographer