Bhoruka Classic Finance Pvt Ltd v. 0

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 307 OF 2015 In the matter of the Companies Act, I of 1956 and other relevant provision of Companies Act, 2013; And In the matter of Application under Sections 391 to 394, of the Companies Act, 1956 and other relevant provision of Companies Act, 2013;

And In the matter Scheme of Amalgamation of, the Vikram Credit and Capital Services Pvt. Ltd, (the First Transferor Company).

And Vispra Developers Limited, (the Second Transferor Company).

With Bhoruka Classic Finance Pvt. Ltd., (the Transferee Company).

Bhoruka Classic Finance Pvt. Ltd., ) a company Incorporated under the ) Companies Act, 1956 having its registered ) office at Nirmal, 16th Floor, Nariman Point ) Mumbai - 400021 ).... Applicant Called Summons for Direction for hearing Ms. Dipti Vora, Advocate for the Applicant Company.

CORAM: S. J. KATHAWALLA, J DATE : 24th APRIL, 2015 MINUTES OF ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Ms. Dipti Vora Advocate for the Applicant Company, AND UPON READING the Affidavit dated 15th day of December, 2014 of Mr.Vikas Agrawal, Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits referred to therein, 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 Vikram Credit and Capital Services Pvt. Ltd, (the First Transferor Company) and Vispra Developers Limited, (the Second Transferor Company) with Bhoruka Classic Finance Pvt. Ltd., (the Transferee Company), is dispensed with, in view of the consent given by all the Eleven Equity Shareholders of the Applicant Company which are annexed as Exhibits "F-1" to "F-11" to the Affidavit in Support of Company Summons for Direction.

2.

The question of convening and holding the meeting of Secured Creditors does not arise since there are no Secured Creditors of the Applicant Company as stated in paragraph 27 of the Affidavit in support of Summons for Direction.

3.

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 Vikram Credit and Capital Services Pvt. Ltd, (the First

Transferor Company) and Vispra Developers Limited, (the Second Transferor Company) with Bhoruka Classic Finance Pvt. Ltd., (the Transferee Company), is dispensed with in view of the averment made in paragraph 28(a) of the Affidavit in support of the Summons for Directions, inter-alia stating that the present scheme is an arrangement between applicant company and its shareholders under section 391(1)(b) and not in accordance with the provisions of section 391(1)(a) as there is no compromise or arrangement with the unsecured creditors and their rights will not be effected by the present scheme of arrangement. The applicant company undertakes to issue individual notice of the date of hearing of the company scheme petition to all its unsecured creditors and also undertakes to publish the Notice of date of hearing of the company scheme petition in two local news papers namely "Free Press Journal" in English language and translation thereof in "Nav-Shakti" in Marathi language having circulation in Mumbai. The said undertaking is accepted. (S. J. KATHAWALLA , J)