Flex Mercantile India Private Limited v. 0

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 898 OF 2015 In the matter of the Companies Act, 1956 and Companies Act 2013 as amended AND In the matter of Sections 391 to 394 of the Companies Act, 1956.

AND In the matter of the Scheme of Arrangement and Reconstruction of Citi Lands And Leisure Private Limited, Transferor Company No. 1, Binod Ferro Alloys Private Limited, Transferor Company No. 2 Shyampriya Credit Capital Private Limited, Transferor Company No. 3 Supreme Construction And Developers Private Limited, Transferor Company No.

with Flex Mercantile India Private Limited, Transferee Company And Their Respective Members and Creditors.

Flex Mercantile India Private Limited Incorporated and registered under the Companies Act, 1956 having its Registered Office at Off12, CTS No - 410, S.I.C.H.S. Ltd, Next to Acres Club, Hemu Kalani Marg, Chembur, Mumbai 400071.

) ) ) ) ) ) ) )...Applicant Company/Transferee Company Called Summons for Direction for hearing Mr. Sanjay Udeshi a/w Darshan Ashar i/b Sanjay Udeshi & Co, Advocate(s) for Applicant.

Coram: K.R. Shriram, J.

Dated: 4th December, 2015 MINUTES OF ORDER Upon the application of the above-named Applicant Company by a Summons for Direction AND upon hearing Shri Sanjay Udeshi, Advocate for the Applicant AND upon reading both the Affidavit dated 7th August, 2015 of Mr. Rajendra Baliram

Salunke, the Authorised Signatory of the Applicant Company of Mumbai in support of the Summons for Direction, and the Exhibits therein 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 thought fit, approving, with or without modification(s), the Scheme of Arrangement and Reconstruction of Citi Lands And Leisure Private Limited, Transferor Company No. 1, Binod Ferro Alloys Private Limited, Transferor Company No. 2, Shyampriya Credit Capital Private Limited, Transferor Company No. 3 Supreme Construction And Developers Private Limited, Transferor Company No. 4 with Flex Mercantile India Private Limited, Transferee Company, and their respective shareholders and creditors, is dispensed with in view of the Consent given by two out of three Equity Shareholders of the Applicant Company which are annexed as Exhibits 'R-2' and 'R-3' to the Affidavit in Support of Summons for Directions.

is dispensed with and in view of the averment made in para 27 inter-alia stating that the Applicant undertakes to obtain consent of its remaining Equity Shareholders at the time of filing of Company Scheme Petition or to issue individual Notice of date of hearing of Company Scheme Petition by R.P.A.D. to remaining sole Equity Shareholder and also undertakes to publish the same in two local news papers i.e. "Free Press Journal" in English language and translation thereof in "Navshakti" in Marathi language both having circulation in Mumbai. The 2.

The convening and holding the meeting of the Preference Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement and Reconstruction of Citi Lands And Leisure Private Limited, Transferor Company No. 1, Binod Ferro Alloys Private Limited, Transferor Company No. 2, Shyampriya Credit Capital Private Limited, Transferor Company No. 3 Supreme Construction And Developers Private Limited, Transferor Company No. 4 with Flex Mercantile India Private Limited, Transferee Company, and their respective shareholders and creditors, is dispensed with in view of the Consent given by three out of four Preference Shareholders of the Applicant

Company which are annexed as Exhibits 'S-2' to 'S-4' to the Affidavit in Support of Summons for Directions. is dispensed with and in view of the averment made in para 28 inter-alia stating that the Applicant undertakes to obtain consent of its remaining Preference Shareholders at the time of filing of Company Scheme Petition or to issue individual Notice of date of hearing of Company Scheme Petition by R.P.A.D. to remaining Preference Shareholders and also undertakes to publish the same in two local news papers i.e. "Free Press Journal" in English language and translation thereof in "Navshakti" in Marathi language both having circulation in Mumbai. The 3.

That convening and holding 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 cheme of Arrangement and Reconstruction of Citi Lands And Leisure Private Limited, Transferor Company No. 1, Binod Ferro Alloys Private Limited, Transferor Company No. 2, Shyampriya Credit Capital Private Limited, Transferor Company No. 3 Supreme Construction And Developers Private Limited, Transferor Company No. 4 with Flex Mercantile India Private Limited, Transferee Company, is dispensed with and in view of the Consent given the sole secured creditor of the Applicant Company which are annexed as Exhibits 'V' to the Affidavit in Support of Summons for Directions.

4.

That 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 cheme of Arrangement and Reconstruction of Citi Lands And Leisure Private Limited, Transferor Company No. 1, Binod Ferro Alloys Private Limited, Transferor Company No. 2, Shyampriya Credit Capital Private Limited, Transferor Company No. 3 Supreme Construction And Developers Private Limited, Transferor Company No. 4 with Flex Mercantile India Private Limited, Transferee Company,, is dispensed with in view of the consent given by three out of six unsecured creditors, consent of which are annexed as Exhibit 'X1 to X3' to the Affidavit in Support of Company Summons for Direction and in view of the averment made in para 30 inter-alia stating that the Applicant undertakes to issue

individual Notice of date of hearing of Company Scheme Petition by R.P.A.D. to its remaining unsecured creditor and also undertakes to publish the same in two local news papers 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. 5.

The Applicant Company has filed an Additional Affidavit dated 30th September, 2015 interalia undertaking that any modification in the Scheme shall be subject to the approval of the Hon'ble High Court. The (K.R.Shriram, J) Certificate I Certify that this Order uploaded is true and correct copy of original signed order Uploaded by: Shri Shankar Gawade, Stenographer