Adi Aromatic Ltd v. --
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 1025 OF 2016 In the matter of Companies Act, 1956 (1 of 1956) and other applicable provisions of Companies Act, 2013 (18 of 2013);
And In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956; and Section 52 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and Companies Act, 2013 to the extent notified;
And In the matter of Scheme of Arrangement between Privi Organics Limited ("Demerged Company") and Fairchem Speciality Limited (Erstwhile known as Adi Finechem Limited) ("1st Resulting Company") and Adi Aromatic Limited ("2ndResulting Company") And their respective shareholders and creditors Adi Aromatic Limited, company } incorporated under the provisions of the } Companies Act, 2013 having its registered } office at 8, Corporate Park, Sion-Trombay } Road Behind Swastik Park, Chembur, } } ...Applicant Company Mumbai 400 071, Maharashtra, India.
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 17th day of November, 2016 of Mr. Rajen Jhaveri, Director of the Applicant Company, in support of 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 proposed Scheme of Arrangement between Privi Organics Limited And Fairchem Speciality Limited (Formerly Adi Finechem Limited) And Adi Aromatic Limited And their respective Shareholders and Creditors, is dispensed with in view of the consent given by all Seven Equity Shareholders of the Applicant Company, which are annexed as Exhibits "G1 to G7" to the Affidavit in support of Summons for Direction.
2.
The question of convening and holding of the meeting of Secured Creditors does not arise since there are no secured creditors of the Applicant Company as stated in the paragraph 12 of the Affidavit in Support of Company Summons for Direction.
3.
The convening and holding of 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 Privi Organics Limited And Fairchem Speciality Limited (Formerly Adi Finechem Limited) And Adi Aromatic Limited And their respective Shareholders and Creditors, is dispensed with in view of the averments made in paragraph 13 of the Affidavit in support of the Summons for Direction, inter-alia stating that there is no compromise and/or arrangement with the Unsecured creditors and there is no reduction in amount payable to Unsecured Creditors and that the Applicant Company undertakes to issue individual notices to all its Unsecured Creditors by R.P.A.D. and also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz „Free Press Journal‟ in English language and translation thereof in „Navshakti‟ in Marathi language, both circulated 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