Rucha Technologies Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 278 OF 2015 In the matter of Companies Act, 1956 (1 of 1956);
AND In the matter of Sections 391 to 394 read with 100 to 103 of the Act;
AND In the matter of Scheme of Amalgamation of Vax Infradevelopers Limited AND Rucha Technologies Private Limited AND Rohit Exhaust Systems Private Limited WITH Rucha Engineers Private Limited AND their respective shareholders Rucha Technologies Private Limited, ) A company incorporated under the ) Companies Act, 1956, having its registered) office at102, Om Residency, 350/7, ) Shivajinagar, Opp. Firodia Hostel, Pune - ) 411004, Maharashtra, India ) ... Applicant Company Called for Summons for Direction for hearing Mr. Abhimanyu Kharote, i/b. Prachi Manekar & Shruti Kelji, Advocates for the Applicant
Coram: S. J. Kathawalla, J.
Date: 10th April, 2015 MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Abhimanyu Kharote instructed by Ms. Prachi Manekar & Ms. Shruti Kelji, Advocates for the Applicant Company AND UPON READING the Affidavit dated 17th December, 2014 of Mr. Umesh Dashrathi, 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 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 Vax Infradevelopers Limited and Rucha Technologies Private Limited and Rohit Exhaust Systems Private Limited with Rucha Engineers Private Limited and their respective shareholders, is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C-1 and C-2 to the Affidavit in support of Company Summons for Direction.
2. 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 Vax Infradevelopers Limited and Rucha Technologies Private Limited and Rohit Exhaust Systems Private Limited with Rucha Engineers Private Limited and their respective shareholders, is dispensed with in view of the averment made in Paragraph 14 of the Affidavit in support of the Company Summons for Directions inter alia stating that there is no arrangement and/or compromise with the Secured Creditors and their rights will not be affected by the proposed
Scheme of Amalgamation and the Applicant Company undertakes to issue individual notice of the date of hearing of the Company Scheme Petition by R.P.A.D, to all its Secured Creditors and also publish the same in two local daily newspapers viz 'Economic Times' in English language and translation thereof in 'Maharashtra Times' in Marathi language, both having circulation in Pune. The said undertaking is accepted.
3. The convening and holding the meeting of the Unsecured Loan 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 Vax Infradevelopers Limited and Rucha Technologies Private Limited and Rohit Exhaust Systems Private Limited with Rucha Engineers Private Limited and their respective shareholders, is dispensed with in view of the averment made in Paragraph 15 of the Affidavit in support of the Company Summons for Directions inter alia stating that there is no arrangement and/or compromise with the Unsecured Loan Creditors and their rights will not be affected by the proposed Scheme of Amalgamation and the Applicant Company undertakes to issue individual notice of the date of hearing of the Company Scheme Petition by R.P.A.
D to all its Unsecured Loan Creditors and also to publish the same in two local newspapers viz 'Economic Times' in English language and translation thereof in 'Maharashtra Times' in Marathi language, both having circulation in Pune. The said undertaking is accepted.
4. The convening and holding the meeting of the Unsecured Creditors includes Share Application Money 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 Vax Infradevelopers Limited and Rucha Technologies Private Limited and Rohit Exhaust Systems Private Limited with Rucha Engineers Private
Limited and their respective shareholders, is dispensed with in view of the consent given by one of the Unsecured Creditors, which is annexed as Exhibit - "G-1" to the Affidavit-in-Support of the Company Summons for Direction and the averment made in Paragraph 16 of the Affidavit in support of the Company Summons for Directions inter alia stating that there is no arrangement and/or compromise with the Unsecured Creditors and their rights will not be affected by the proposed Scheme of Amalgamation and the Applicant Company undertakes to issue individual notice of the date of hearing of the Company Scheme Petition by R.P.A.D. to all its remaining Unsecured Creditors whose consent are not obtained and also publish the same in two local daily newspapers viz 'Economic Times' in English language and translation thereof 'Maharashtra Times' in Marathi language, both having circulation in Pune. The said undertaking is accepted.
(S. J. Kathawalla, J.)