Spectra Motors Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 122 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 LIMITED, a Company incorporated under the provisions of Companies Act, 1956 having its registered office at Shivam Chambers Premises Co-operative Society Limited, Near Sahara Studio, S V Road, Goregaon West, Mumbai400062,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. Vinod

Kumar Gupta, Chairman and Mr. Bharatbhushan Gupta, Managing 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') and their respective shareholders, is dispensed with in view of the consent given by all the Thirteen Equity Shareholders of the Applicant Company, which are annexed as Exhibits 'K1' to 'K13' to the affidavit in support of the Summons for Directions.

2.

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 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 is dispensed with in view of the averment made in paragraph 12 of the affidavit in support of the Summons for Directions inter-alia stating that the interest of its Secured Creditors will not be adversely effected by the present Scheme as post giving effect to this Scheme the assets of the First Resulting Company and the Second Resulting Company will be far in excess of its liabilities and other business obligations and that the Applicant Company undertakes to serve notice of the hearing of the Petition individually by Registered Post A.

D.

language both having circulation in Mumbai. The said undertaking is accepted.

3.

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 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 ('the Scheme') is dispensed with in view of the averment made in paragraph 13 of the affidavit in support of the Summons for Directions inter-alia stating that the interest of its Unsecured Creditors will not be adversely effected by the present Scheme as post giving effect to this Scheme the assets of the First Resulting Company and the Second Resulting Company will be far in excess of its liabilities and other business obligations and that the Applicant Company undertakes to serve notice of the hearing of the Petition individually by Registered Post A.

D. upon all its Unsecured Creditors and also to publish the same in one issue each of 'Free Press Journal', in English language and 'Navshakti' in Marathi language both having circulation in Mumbai. 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.