Hexagon Nutrition Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 792 OF 2015 In the matter of the Companies Act, 1 of 1956 And In the matter of Application under Sections 391 to 394, of the Companies Act, 1956 or any relevant provision of the Companies Act, 2013; And In the matter of Scheme of Amalgamation of HEXAGON NUTRITION PRIVATE LIMITED, (CIN:U24110MH1993PTC072189) Applicant Company With HEXAGON LOGISTIC PRIVATE LIMITED (CIN:
U63011MH2008PTC187904) Transferor Company And HEXAGON VITACHEMIE PRIVATE LIMITED (CIN:U15400MH2008PTC186935) Transferor Company And NIVIA BIOTECH PRIVATE LIMITED (CIN:
U15400MH2008PTC186930) the Transferor
HEXAGON NUTRITION PRIVATE LIMITED, ) (CIN: U24110MH1993PTC072189) a company ) incorporated under the Companies Act, 1956 ) having its registered office at 404 A, ) Global Chamber, Adarsh Nagar, ) Link Road, Andheri. West, Mumbai - 400 053 ) ......Applicant /Transferee Company Called Summons for Direction for hearing Mr. Sudhan Y. Amare Advocate for the Applicant Coram: S. C. Gupte, J.
Date : 9th October 2015 MINUTES OF ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Sudhan Y. Amare, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 28th July 2015 Mr. Soman Jana, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibit therein referred to, IT IS ORDERED THAT:-
1.
The convening and holding the meeting of the Equity Shareholder 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 HEXAGON LOGISTICS PRIVATE LIMITED, Transferor HEXAGON VITACHEMIE PRIVATE LIMITED the Transferor Company and NIVIA BIOTECH PRIVATE LIMITED, the Transferor Company with HEXAGON NUTRITION PRIVATE LIMITED the Applicant/Transferee Company is dispensed with in view of the consent given by all the seven Equity Shareholder of the Applicant Company, which are annexed as Exhibit "K-1 to K-7" to the Affidavit in support of Summons for Direction.
2.
The convening and holding of the meeting of the secured 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 HEXAGON LOGISTICS PRIVATE LIMITED, Transferor HEXAGON VITACHEMIE PRIVATE LIMITED the Transferor Company and NIVIA BIOTECH PRIVATE LIMITED, the Transferor Company with HEXAGON NUTRITION PRIVATE LIMITED the Applicant/Transferee Company is dispensed with in view of averments made in paragraph 27 of the Affidavit in support of the Summons for Direction and consent given by both the Secured Creditors of the Applicant Company, which are annexed as Exhibit "L-1 and L-2" to the Affidavit in support of 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 HEXAGON LOGISTICS PRIVATE LIMITED, Transferor HEXAGON VITACHEMIE PRIVATE LIMITED the Transferor Company and NIVIA BIOTECH PRIVATE LIMITED, the Transferor Company with HEXAGON NUTRITION PRIVATE LIMITED the Applicant/Transferee Company is dispensed with in view of the averments made in paragraph 28 of the Affidavit in support of the Summons for Direction and since some of the Unsecured Creditors have consented to Scheme there consents are annexed as Exhibit M-1 to M-9 however the Applicant undertakes to issue individual notice of date of hearing of the Company Scheme Petition by Registered Post A. D.
upon all remaining unsecured Creditors and also to publish the same in two local news papers viz. "Free Press Journal" , in English language and translation thereof in "Navashakti", in Marathi language, both having circulation in Mumbai. The said undertaking is accepted.
(S. C. Gupte, J.) CERTIFICATE I certify that this order uploaded is a true and correct copy of original signed order Uploaded by: Shankar Gawde, Stenographer