Shreyas Strategists Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 795 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 Scheme of Amalgamation of Vascon Pricol Infrastructures Limited and Vascon Dwellings Private Limited and Wind Flower Properties Private Limited and Floriana Properties Private Limited and ITCiti Infopark Private Limited and Greystone Premises Private Limited and Just Homes (India) Private Limited and Shreyas Strategists Private Limited and Sansara Developers India Private Limited and Sunflower Real Estate Developers Private Limited and Angelica Properties Private Limited with Vascon Engineers Limited and their respective shareholders and creditors Shreyas Strategists Private Limited, a company ) incorporated under the provisions of the )
Companies Act, 1956 having its Registered Office ) at B-124, Vardhman Complex, Fitwell Compound, ) L.B.S. Marg, Vikhroli (W), Mumbai - 400 038 ) Maharashtra ) .....Applicant Company Called Summons for Direction for Hearing Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant Coram: A. K. Menon, J Date: 29th September, 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 11th day of August, 2016 of Mr. D. Santhanam, 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 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 Amalgamation of Vascon Pricol Infrastructures Limited and Vascon
Dwellings Private Limited and Wind Flower Properties Private Limited and Floriana Properties Private Limited and IT-Citi Infopark Private Limited and Greystone Premises Private Limited and Just Homes (India) Private Limited and Shreyas Strategists Private Limited and Sansara Developers India Private Limited and Sunflower Real Estate Developers Private Limited and Angelica Properties Private Limited with Vascon Engineers Limited and their respective shareholders and creditors, is dispensed with, in view of consent given by both (2) the equity shareholders of the Applicant Company, which are annexed as Exhibits "C1" to "C2" to the Affidavit in support of the Company Summons for Direction.
2. There are no Secured Creditors in the Applicant Company, as mentioned in paragraph 12 of the affidavit in support of the Summons for Directions, hence the question of convening and holding 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), proposed Scheme of Amalgamation of Vascon Pricol Infrastructures Limited and Vascon Dwellings Private Limited and Wind Flower Properties Private Limited and Floriana Properties Private Limited and IT-Citi Infopark Private Limited and Greystone Premises Private Limited and Just Homes (India)
Private Limited and Shreyas Strategists Private Limited and Sansara Developers India Private Limited and Sunflower Real Estate Developers Private Limited and Angelica Properties Private Limited with Vascon Engineers 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 rights of Unsecured Creditors of the Applicant Company will not be affected by the proposed Scheme, since post the Scheme, the assets of the Transferee Company will be sufficient to discharge its liabilities and in view of the consent given by Three (3) unsecured creditors of the Applicant Company which is annexed as Exhibits „D1‟ to „D3‟ to the Affidavit in support of Company Summons for Direction and to publish common and composite notice of hearing of the Petition in two local newspapers i.e. „Economic Times‟, in English language and translation thereof in „Maharashtra Times‟, in Marathi language, both having circulation in Pune. The said undertaking is accepted.
4. The Applicant Company is wholly owned subsidiary of the Transferee Company and there is no re-organization of share capital of the Transferee Company and no new shares are being issued by the Transferee Company as all shares will be cancelled as per Clause 5 of the Scheme and rights of creditors of Transferee Company are not affected as mention in paragraphs 14 to 16 of the Affidavit in support of Summons for Direction and also in
view of observations made by this court in Mahaamba Investment Ltd verses IDI Limited (2001) 105 Co cases page 16 to 18, the filing of separate Company Summons for Direction and Company Scheme Petition under Section 391 and 394 of the Companies Act, 1956 by the Transferee Company is dispensed with.
( A. K. Menon, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.
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