Multi Screen Media Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 936 OF 2015 IN THE MATTER OF the Companies Act of 1956 (Or reenactment thereof upon effectiveness of relevant provisions of the companies Act, 2013);
AND
IN THE MATTER OF Sections 391 to 394 of the
Companies Act, 1956 (Or re-enactment thereof upon effectiveness of relevant provisions of the Companies Act, 2013);
AND
IN THE MATTER OF Multi Screen Media Private Limited;
AND
IN THE MATTER OF Scheme of Amalgamation of AXN
Networks India Private Limited (The "First Transferor Company") and SPE Networks - India Inc. (The "Second Transferor Company" with Multi Screen Media Private Limited (The "Transferee Company") and their Respective Shareholders and Creditors.
Multi Screen Media Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at Interface Building 7, 4th Floor, Malad Link Road, Malad West, Mumbai - 400 064, India. ) ) ) ) ... Applicant Called Summons for Direction Mrs. Alpana Ghone along with Mr. Rohan Kelkar and Mr. Arvind Talgaonkar i/b M/s. Crawford Bayley & Co., Advocates for Applicant. Coram: K. R. Shriram J.
Dated: 21st December, 2015 MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mrs. Alpana Ghone i/b. M/s. Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavits dated 5th November,
2015 of Mr. Rajkumar Bidawatka, Company Secretory, of the Applicant, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:-
1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company, to consider and approve the proposed Scheme of Amalgamation of AXN Networks India Private Limited (The "First Transferor Company") and SPE Networks - India Inc. (The "Second Transferor Company") with Multi Screen Media Private Limited (The "Transferee Company") and their respective Shareholders and Creditors, is dispensed with, in view of the consents given by all the three Equity Shareholders of the Applicant Company which are annexed as Exhibits "M-1" to "M-3" to the Affidavit in support of Summons for Direction.
2. That there are no secured creditors of the Applicant Company as stated in paragraph 27 of the Affidavit in support of the Summons for Direction. Hence the question of convening and holding a meeting of secured creditors does not arise.
3. That the convening and holding of the meeting of the unsecured creditors of the Applicant Company, to consider and approve the proposed Scheme of Amalgamation of AXN Networks India Private Limited (The "First Transferor Company") and SPE Networks - India Inc.
outstanding dues of INRs. 5,00,000/- and above, by R.P.A.D. and also to publish the notice of final hearing of the Company Scheme Petition in Two local newspaper 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.
4. That in view of the averments made in paragraph 30 of the Affidavit in support of Summons for Direction, the question of the filing of a separate Company Summons for Direction and separate Company Scheme Petition under Sections 391 to 394 of the Companies Act, 1956 (Or re-enactment thereof upon effectiveness of relevant provisions of the companies Act, 2013) by SPE Networks - India Inc., the Second Transferor Company, does not arise. The Applicant Company undertakes to comply with all the requisite statutory compliances under the applicable laws of State of Delaware, U.S.A. so that the Scheme will take effect from the Effective Date mentioned and defined therein. The said 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.