Mangal Keshav Securities Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 850 OF 2015 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 to 394 read with Sections 100 to 104 and other applicable provisions of the Companies Act, 1956 and Section 52 and other applicable notified provisions of the Companies Act, 2013 AND In the matter of Scheme of Arrangement between Mangal Keshav Securities Limited And Mangal Keshav Financial Services Limited and their respective Shareholders and Creditors Mangal Keshav Securities Limited, } a Company incorporated under the provisions } of Companies Act, 1956 having its registered office } at 501, Heritage Plaza, J.P Road, } Opp. Indian Oil Colony, Andheri (W), } Mumbai - 400 053 } ...Applicant Company Called Summons for Direction for Hearing Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant Coram: S. C. Gupte, J.
Date: 30th 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
Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 6th day of October , 2015 of Ajay Shah Whole Time Director of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:
1. That 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 Arrangement between Mangal Keshav Securities Limited And Mangal Keshav Financial Services Limited and their respective Shareholders and Creditors is dispensed with in view of consents given by all the seven Equity Shareholders of the Applicant Company, which are annexed as Exhibits "H-1" to "H-7" to the Affidavit in support of the Company Summons for Direction.
2. That there are no Secured Creditors in the Applicant Company, as stated in paragraph 12 of the Affidavit in support of the Summons for Directions. Hence the question of convening and holding the meeting of Secured Creditors does not arise.
3. 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 proposed Scheme of Arrangement between Mangal Keshav Securities Limited And Mangal Keshav Financial Services Limited and their respective Shareholders and Creditors is dispensed with in view of averments made in paragraph 13 of the Affidavit in support of Company summons for Direction, inter-alia stating that the present Scheme 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 that the Applicant Company
undertakes to serve individual notice of the hearing of the petition by Registered Post A.D. to all its Unsecured Creditors, other than Trade Creditors and also to publish the same in two local newspapers 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.
4. That in view of the averments made in paragraph 14 of the Affidavit in support of the Summons for Direction stating that the utilization of the Securities Premium Account of the Applicant Company pursuant to Clause 13.7 of the scheme shall be effected as an integral part of the Scheme and the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital. Further, the scheme does not envisage any compromise or arrangement with any of the creditors of the Applicant Company, the procedure as prescribed under Section 101(2) of the Companies act, 1956 is dispensed with (S.C. GUPTE, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.
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