Aeries Technology Solutions Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 818 OF 2015 In the matter of 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 Aeries Technology Solutions Private Limited with Aeries (India) Private Limited and their respective shareholders Aeries Technology Solutions ) Private Limited, a company ) incorporated under the provisions ) of Companies Act, 1956 having its ) registered office at 5th floor, Paville ) House, Twin Tower Lane, Off. Veer ) Sawarkar Marg, Prabhadevi, ) Mumbai - 400025. Maharashtra, ) )........Applicant Company India.
Called Summons for Directions for Hearing Mr. Hemant Sethi with Mr. Ajit Singh Tawar i/b. Hemant Sethi & Co., for Applicant Coram: S.C. GUPTE, J.
Date: 23rd October, 2015
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 M/s. Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 22nd day of September, 2015 of Mr. Vilas Unavane, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits referred to therein, 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 Aeries Technology Solutions Private Limited with Aeries (India) Private Limited and their respective shareholders is dispensed with in view of consent given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits 'D-1' and 'D-2' to the Affidavit in support of Company Summons for Direction.
2. The question of convening and holding of 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 14 of the Affidavit in support of the Company Summons for Direction.
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), the proposed Scheme of Amalgamation of Aeries Technology Solutions Private Limited with Aeries (India) Private Limited and their respective shareholders is dispensed with in view of averments made in paragraph 15 of the Affidavit in support of Company Summons for Direction, inter-alia stating that the 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 in terms of the proposed Scheme, the Transferee Company will take over all the assets and liabilities of the Applicant Company and as far as the rights of the unsecured creditors of the Applicant Company are concerned, they will not be affected adversely with the proposed Scheme of Amalgamation as post amalgamation, all the liabilities of the Applicant Company will get transferred to the Transferee Company and the Transferee Company will discharge all such liabilities in the normal course of business without jeopardizing the rights of such unsecured creditors and that the Applicant Company undertakes to issue individual notice of the date of hearing of the Petition by R.
P.A.D.
translation thereof in 'Navshakti', 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