Good Day Foods Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 269 OF 2015. In the matter of Companies Act, 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of the Scheme of Amalgamation of Royalstar Health Foods Private Limited (Transferor Company) into Good-Day Foods Private Limited (Transferee Company).

Good-Day Foods Private Limited, a ) company incorporated under the ) Companies Act, 1956 and having its ) registered office at A61/62, Road ) Number 22, Wagle Industrial Estate, ) Thane West - 400604. Maharashtra, ) India.

) ...Applicant Company.

Called Summons for Direction for Hearing Mr. Ashish Kamat i/b M/s. Crawford Bayley & Co, Advocate for the Applicant Coram: S.J. Kathawalla, J.

Date: 10th April, 2015 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Ashish Kamat instructed by M/s. Crawford Bayley & Co, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 28th

November, of Mr.

Rajan Malik, Director of the Applicant Company, in support of the Summons for Direction and the Exhibit 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 Royalstar Health Foods Private Limited (Transferor Company) into Good-Day Foods Private Limited (Transferee Company), is dispensed with in view of the consent given by all the four Equity Shareholders of the Applicant Company, which are annexed as 'J-1' to 'J-4'

to the Affidavit in support of Summons for Direction.

2.

That the convening and holding of 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 proposed Scheme of Amalgamation of Royalstar Health Foods Private Limited (Transferor Company) into Good-Day Foods Private Limited (Transferee Company), is dispensed with in view of the consent given by the Secured Creditor of the Applicant Company, which are annexed as Exhibit - 'K' to the Affidavit in support of Summons for Direction. 3.

The meeting of the Unsecured Creditors of Good-Day Foods Private Limited, the Applicant Company be convened and held at GoodDay Foods Private Limited, A-62, Road No.22, Wagle Industrial Estate,

Thane - 400 604 on Monday, 11th May 2015 at 12 noon for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Royalstar Health Foods Private Limited (Transferor Company) into Good-Day Foods Private Limited (Transferee Company).

4.

At least 21 clear days before the meeting of Unsecured Creditors of the Applicant Company to be held as aforesaid, a notice convening the said meeting at the place, day, date and time aforesaid, together with a copy of the Explanatory Statement and Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 of the Companies Act 1956 or corresponding provisions of Companies Act, 2013 and the prescribed form of proxy, shall be sent by RPAD/ speed post to each of the Unsecured Creditors at their respective registered or last known address as per the record of the Applicant Company. 5.

At least 21 clear days before the meeting of Unsecured Creditors of the Applicant Company to be held as aforesaid, an advertisement convening the said meeting, at the place, day, date and time aforesaid and stating that copies of the proposed Scheme of Amalgamation and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 or corresponding provisions of the Companies Act, 2013 and form of proxy can be obtained free of charge at the registered office of the Applicant Company, shall be published once each in two local news papers viz. "Free Press Journal", in English language and

translation thereof in "Navshakti", in Marathi language, both having circulation in Mumbai.

6.

Publication of notice of meeting of the unsecured Creditors of the Applicant Company in the Maharashtra Government Gazette is dispensed with.

7.

The settling and approving of the form of advertisement, form of proxy, the form of notice, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice to be issued to the Unsecured Creditors of the Applicant Company by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes with respect to the meeting of the Unsecured Creditors to:- i.

advertise the Notice convening meeting as per Form No. 38 (Rule 74) ii.

issue Notice convening meeting of the Unsecured Creditors as per Form No. 36 (Rule 73) iii.

issue Explanatory Statement containing all the particulars as per Section 393 of the Companies Act, 1956 if need be; iv.

issue Form of Proxy as per Form No. 37 (Rule 73) The undertaking is accepted.

8.

Mr. Rajan Malik, Director of the Aplicant Company or failing him Mr. Kishore Mathani, Director shall be the Chairman for the above

meeting of Unsecured Creditors to be held at Good-Day Foods Private Limited, A-62, Road No.22, Wagle Industrial Estate, Thane - 400 604 on Monday, 11th May 2015 at 12 noon or any adjournment or adjournments thereof.

9.

The Chairman appointed for the aforesaid meeting to issue the advertisement and send out the notices of the meeting of Unsecured Creditors referred above. It is further directed that The said Chairman shall have all powers as per the Articles of Association and also under the Companies (Court) Rules, 1959 or any re-enactment thereof upon effectiveness of companies Act, 2013 in relation to conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjournment or adjournment(s) thereof of any matter including an amendment to the Scheme or Resolutions if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll.

10.

The quorum for the aforesaid meeting of the Unsecured Creditors shall be 10 (Ten) Unsecured Creditors of the Company present in person.

11.

The voting by proxy/ authorized representative in case of body corporate is permitted, provided that a proxy in the prescribed form / authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at A61/62, Road Number 22, Wagle Industrial Estate, Thane West -

400604. Maharashtra, India not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 12.

The number and value of the vote of Unsecured Creditors shall be in accordance with the books/ register of the Applicant Company and where the entries in the books/ register are disputed, the Chairman shall determine the value for the purpose of the aforesaid meeting and his decision that would be final.

13.

The Chairman of the meeting of to file affidavit of service as per Rule 76 of Company (Court) Rules, 1959 not less than Seven days before the date fixed for the holding of the Meeting and do report this Court that the direction regarding the issue of notices and advertisement have been duly complied with.

14.

That the Chairman of the meeting do report to this Court the result of the said meeting within Thirty days of the conclusion of the meeting of Unsecured creditors and the said report shall be verified by his affidavit.

(S. J.Kathawalla, J.)