Dream Wisdom Construction Company Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 876 OF 2016 In the matter of Companies Act, 1956 ( 1 of 1956) AND In the matter of Sections 391 to 394 and other relevant provisions of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of Creative Computer and Marketing Private Limited („Transferor Company 1‟), Creative Home Furnishing International Private Limited („Transferor Company 2‟), CG Leasing (Bombay) Private Limited („Transferor Company 3‟), Creative Polytex Private Limited („Transferor Company 4‟), Dream Wisdom Constructions Company Private Limited („Transferor Company 5‟), Harmony Landmarks and Real Estate Private Limited („Transferor Company 6‟) with Creative Estates Private Limited (the „Transferee Company‟) and their Respective Shareholders Dream Wisdom Construction Company Private Limited,) a company incorporated under the provisions of ) Companies Act, 1956 having its Registered Office ) at 101, Cama Industrial Estate, Sun Mill Compound, ) Lower Parel (West), Mumbai - 400013, India ).......Applicant Company
Called: Summons for Direction Hemant Sethi i/b. Hemant Sethi & Co, Advocates for the Applicant Company Coram: A. K. MENON, J Date: 27th October 2016 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi i/b. M/s Hemant Sethi & Co, Advocates for the Applicant Company, AND UPON HEARING the Affidavit dated 7th September 2016, of Mr.
Shivkumar Kishanlal Kedia, Authorised Signatory of the Applicant Company, in support of the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT: 1) 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 Scheme of Amalgamation of Creative Computer and Marketing Private Limited and Creative Home Furnishing International Private Limited and CG Leasing (Bombay) Private Limited and Creative Polytex Private Limited and Dream Wisdom Constructions Company Private Limited and Harmony Landmarks and Real Estate Private Limited and with Creative Estates Private Limited and their Respective Shareholders is dispensed with, in view of the consent given by all the three Equity Shareholders of the Applicant Company as per the original consent letters annexed as EXHIBITS "C-1 to C-3" to the affidavit in support of the Summons for Directions.
2) There are no Secured Creditors in the Applicant Company as stated in paragraph 6 of the Affidavit in support of Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise.
3) The convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering, and, if thought fit, approving with or without modification(s), the Scheme of Amalgamation of Creative Computer and Marketing Private Limited and Creative Home Furnishing International Private Limited and CG Leasing (Bombay) Private Limited and Creative Polytex Private Limited and Dream Wisdom Constructions Company Private Limited and Harmony Landmarks and Real Estate Private Limited and with Creative Estates Private Limited and their Respective Shareholders, is dispensed with, in view of the averments made in paragraph 7 of the affidavit in support of the Summons for Directions, inter alia stating that the rights of the Unsecured Creditors of the Applicant Company are concerned, they will not be affected adversely with the proposed Scheme as all the Unsecured Creditors will be paid off by the Transferee Company in the ordinary course of the business and that the Applicant Company undertakes to issue individual notices by R.
P.A.D. to all its Unsecured Creditors and also to publish notices of the date of hearing of Petition in "Free Press Journal" in English Language and translation thereof in "Navshakti" in Marathi Language both having circulation in Mumbai. The said undertaking is accepted. (A. K. MENON, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.