Pmp Auto Components Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 862 OF 2015 In the matter of the Companies Act, 1956 (1 of 1956);
AND In the matter of Sections 391 to 394 of the Companies Act, 1956 and other relevant provisions of Companies Act, 2013;
AND In the matter of Scheme of Amalgamation of Ashok Piramal Enterprises Private Limited ("APEPL" or "the Transferor Company 1") and Bridgepoint Learning Private Limited ("BLPL" or "the Transferor Company 2") and Cromwell Tools (India) Private Limited ("CTPL" or "the Transferor Company 3") and Crossroads Shoppertainment Private Limited ("CSPL" or "the Transferor Company 4") and Morarjee Goculdas SPG. & WVG.
Private Limited ("MGPL" or "the Transferor Company 5") with PMP Auto Components Private Limited ("PMP Auto" or "the Transferee Company") and their respective shareholders PMP AUTO COMPONENTS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Peninsula Spenta, Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013.
) ) ) ) ) ) ) ) ) ........Applicant Company
Called for Summons for Direction Mr. Rajesh Shah i/b. Rajesh Shah & Co. Advocates for the Applicant Company.
Coram: K. R. Shriram, J.
Date: 20th November, 2015 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 15th October, 2015 of Mr. Mehul Somaiya, Authorized Representative of the Applicant Company, in support of Summons for Direction and the exhibits therein 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 Ashok Piramal Enterprises Private Limited and Bridgepoint Learning Private Limited and Cromwell Tools (India) Private Limited and Crossroads Shoppertainment Private Limited and Morarjee Goculdas SPG. & WVG. Private Limited with PMP Auto Components Private Limited and their respective shareholders is dispensed with in view of the consents given by all the two Equity shareholders of the Applicant Company which are annexed as Exhibits 'O1' to 'O3' to the affidavit in support of the Summons for Direction.
2.
The convening and holding the meeting of the Preference 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 Ashok Piramal Enterprises Private Limited and Bridgepoint Learning Private Limited and Cromwell Tools (India) Private Limited and Crossroads Shoppertainment Private Limited and Morarjee Goculdas SPG. & WVG. Private Limited with PMP Auto Components Private Limited and their respective shareholders is dispensed with in view of the consents given by all the fourteen preference shareholders of the Applicant Company which are annexed as Exhibits 'P1' to 'P14' to the affidavit in support of the Summons for Direction 3.
The convening and holding 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 Ashok Piramal Enterprises Private Limited and Bridgepoint Learning Private Limited and Cromwell Tools (India) Private Limited and Crossroads Shoppertainment Private Limited and Morarjee Goculdas SPG. & WVG.
Private Limited with PMP Auto Components Private Limited and their respective shareholders is dispensed with in view of the averments made in paragraph (13) of the affidavit in support of the Summons for Direction interalia stating that the interest of the Secured Creditors of the Applicant Company will not be affected by the proposed Scheme of Amalgamation, as the assets of the Transferee Company, post amalgamation, will be sufficient to discharge the liabilities of the Secured Creditors of the Applicant Company and that the Applicant Company undertakes to issue an individual notice of hearing of the Petition by R.P.A.D upon all its Secured Creditors and also undertakes 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 circulated in Mumbai. The said undertaking is accepted.
4.
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 Ashok Piramal Enterprises Private Limited and Bridgepoint Learning Private Limited and Cromwell Tools (India) Private Limited and Crossroads Shoppertainment Private Limited and Morarjee Goculdas SPG. & WVG.
Private Limited with PMP Auto Components Private Limited and their respective shareholders is dispensed with in view of the averments made in paragraph (14) of the affidavit in support of the Summons for Direction interalia stating that the interest of the Unsecured Creditors of the Applicant Company will not be affected by the proposed Scheme of Amalgamation, as the assets of the Transferee Company, post amalgamation, will be sufficient to discharge the liabilities of the Unsecured Creditors of the Applicant Company and that the Applicant Company undertakes to issue an individual notice of hearing of the Petition by R.P.A.D to all its Unsecured Creditors having an outstanding balance of Rs. 50,000/- and above and also undertakes 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 circulated in Mumbai. The undertaking is accepted. (K. R. Shriram, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.
Uploaded by: Shankar Gawde, Stenographer