Spectra Motors Jd Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 120 OF 2016 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 In the matter of Scheme of Arrangement between Spectra Motors Limited ('the Demerged Company') AND Spectra Motors JD Private Limited ('the First Resulting Company') AND Spectra Motors Western Private Limited ('the Second Resulting Company') AND their respective Shareholders SPECTRA MOTORS JD PRIVATE LIMITED, a Company incorporated under the provisions of Companies Act, 2013 having its registered office at Plot B 74, Road No.33, Near Kamgar Hospital, Wagle Industrial Estate, Thane West, Thane - 400604, Maharashtra, India ) ) ) ) ) ) ) ) ) ) ......Applicant Company Called Summons for Direction for hearing Mr. Hemant Sethi with Mr. Ajit Singh Tawar i/b. Hemant Sethi & Co., Advocates for the Applicant Coram: K. R. Shriram, J.

Date: 26th February, 2016 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON

READING the Affidavit dated 22nd day of December, 2015 of Mr. Jaidev Gupta, Director of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED THAT:

1. The convening and holding of 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 Arrangement between Spectra Motors Limited ('the Demerged Company') and Spectra Motors JD Private Limited ('the First Resulting Company') and Spectra Motors Western Private Limited ('the Second Resulting Company') their respective shareholders, is dispensed with in view of the consent given by both Equity Shareholders of the Applicant Company, which are annexed as Exhibits 'C1' to 'C2' to the affidavit in support of the Summons for Directions.

2. That there are no Secured Creditors of the Applicant Company, as mentioned in paragraph 11 of the affidavit in support of the Summons for Directions. Hence the question of convening and holding of the meeting of the Secured Creditors of the Applicant Company does not arise.

3. That there are no Unsecured Creditors of the Applicant Company, as mentioned in paragraph 12 of the affidavit in support of the Summons for Directions. Hence the question of convening and holding of the meeting of the Unsecured Creditors of the Applicant Company does not arise.

(K. R. Shriram, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

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