Imperial Corporate Finance And Services Pvt Ltd v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 932 OF 2016 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Section 391 to 394 and other applicable provisions of the Companies Act, 1956 and of the Companies Act, 2013 AND In the matter of Scheme of Amalgamation ('Scheme') of Pivotal Securities Private Limited and Gazebo Estates Private Limited and Sunidhi Wealth Advisors Private Limited and Imperial Corporate Finance and Services Private Limited and R K Chari Stock Broking Private Limited with Jasvantlal Chhotalal and Company Private Limited and their respective shareholders.

Imperial Corporate Finance and Services Private Limited} a Company incorporated under the provisions of } Companies Act, 1956 having its registered office } at Kalpataru Inspire, Unit 1, 8th Floor, } Opp. Grand Hyatt Hotel, Santacruz East, } Mumbai - 400 055.

}........Applicant Company

Called:Summons for Direction Mr. Hemant Sethi, i/b. Hemant Sethi & Co., Advocates for the Applicant Company CORAM: S.C. GUPTE J DATE: 9TH DECEMBER , 2016 MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 3rd day of October, 2016 of Mr. Virendra V Parekh, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction, and the Exhibits there in 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 proposed Scheme of Amalgamation of Pivotal Securities Private Limited and Gazebo Estates Private Limited and Sunidhi Wealth Advisors Private Limited and Imperial Corporate Finance and Services Private Limited and R K Chari Stock Broking Private Limited with Jasvantlal Chhotalal and Company Private Limited and their respective shareholders is dispensed with in view of the consent given by 18 out of 19 equity shareholders of the Applicant Company representing about 97.25% in value and 94.74% in number which are annexed as Exhibits "C1-C18" to the affidavit in support of the Company Summons for Direction. The Applicant

Company undertakes to issue individual notice of date of hearing of Petition by RPAD to remaining one Equity shareholder whose consent has not been obtained. The said undertaking is accepted.

2.

The question of convening and holding the meeting of the Secured Creditors of the Applicant Company does not arise since there are no Secured Creditors in the Applicant Company as stated in paragraph 13 of Affidavit in support of Company Summons for Directions.

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 proposed Scheme of Amalgamation of Pivotal Securities Private Limited and Gazebo Estates Private Limited and Sunidhi Wealth Advisors Private Limited and Imperial Corporate Finance and Services Private Limited and R K Chari Stock Broking Private Limited with Jasvantlal Chhotalal and Company Private Limited and their respective shareholders is dispensed with in view of averments made in paragraph 14 of Affidavit in support of Company Summons for Directions, inter-alia stating that present Scheme of Amalgamation is an arrangement between the Applicant Company and its Shareholders as contemplated under Section 391(1)(b) and not in accordance with the provisions of Section 391(1)(a) of the Companies Act, 1956 as there is no compromise and/or arrangement with the creditors as no sacrifice is called for and in terms of the proposed Scheme, the Transferee Company will take over all the assets and liabilities of the Applicant Company and that the

Applicant Company undertakes to issue notice of hearing of Company Scheme Petition to all its Unsecured creditors by R.P.A.D and publish common and composite notice of the date of hearing of petition in 'Free Press Journal' in English language and translation thereof in 'Navshakti' in Marathi Language. 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