Ariane Orgachem Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 33 OF 2015 In the matter of the Companies Act, of and other relevant provisions of the Companies Act, 2013;
AND In the matter of Sections 391 to 394 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 2013;
AND In the matter of Scheme of Amalgamation of FERICO LABORATORIES LIMITED, the Transferor Company with ARIANE ORGACHEM PRIVATE LIMITED, the Transferee Company ARIANE ORGACHEM PRIVATE LIMITED, a Company incorporated under the Companies Act, having its registered office at Runwal & Omkar Esquare, 5th Floor, Off Eastern Express Highway, Opp. Sion Chunabhatti Signal, Sion (East), Mumbai - 400 022.
) ) ) ) ) ...Applicant Company.
Called Summons for Direction Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant Coram: S.J. Kathawalla, J.
Date: 30th January, 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 M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 16th day of December, 2014 of Ms. Charu Patki, Authorised Signatory 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 Ferico Laboratories Limited, the Transferor Company with Ariane Orgachem Private Limited, the Transferee Company, is dispensed with in view of the consent given by all the Fourteen Equity Shareholders of the Applicant Company, which are annexed as Exhibits 'G-1' to 'G-14' 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 Ferico Laboratories Limited, the Transferor Company with Ariane Orgachem Private Limited, the Transferee Company, is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of the Summons for Direction interalia stating they will in no way be affected by the proposed Scheme of Amalgamation as the assets of the Transferor Company and the
Applicant Company after the proposed Amalgamation will be far more than its Liabilities and that the Applicant undertakes to issue individual notice of date of hearing of Petition by Registered Post A. D. to its all Unsecured Creditors and also to publish the same 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. The said undertaking is accepted. 3.
That 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 Amalgamation of Ferico Laboratories Limited, the Transferor Company with Ariane Orgachem Private Limited, the Transferee Company, is dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of the Summons for Direction interalia stating that Unsecured Creditors will not be affected by the proposed Scheme of Amalgamation as the assets of the Applicant Company after the proposed amalgamation will be far more than its liabilities and that the Applicant undertakes to issue individual notice of date of hearing of Petition by Registered Post A. D. to its all Unsecured Creditors and also to publish the same 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. The said undertaking is accepted.
(S.J.Kathawalla, J.)