High Court dispensed with the requirement to convene meetings for equity shareholders and creditors regarding a scheme of arrangement under the Companies Act, 1956, accepting their consent and undertakings to notify unsecured creditors.
Convening of meetings for shareholders, secured creditors, and unsecured creditors was dispensed with.
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IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY SUMMONS FOR DIRECTION NO 760 OF 2016
In the matter of Companies Act, 1956 (1 of 1956)
AND
In the matter of Section 391 to 394 of the
Companies Act, 1956
AND
In the matter of Scheme of Arrangement and Amalgamation of Zigma Modular Systems Private Limited And Zigma Laminates and Systems (P) Limited (collectively, the „Transferor Companies‟) With Zenith Metaplast (P) Limited (the „Transferee Company‟)
ZENITH METAPLAST (P) LIMITED, } a Company incorporated under the provisions of } Companies Act, 1956 having its registered office } at having its Registered Office at Plot No F- 18, } Satpur Industrial Area, Satpur, Nashik – 422007. } ….Applicant Company Called: Summons for Direction
Mr. Aditya Khanna i/b M/s. Kookada and Associates, Advocates for the Applicant
Coram: G.S. PATEL, J Date: 21st October, 2016
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MINUTES OF THE ORDER
UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Aditya Khanna instructed by M/s. Kookada and Associates, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 11TH March, 2016 of Romi Diwakaran, Director of the Applicant Company, in support of the Summons for Direction and the Exhibit therein referred to, IT IS ORDERED :-
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with Zenith Metaplast (P) Limited („Transferee Company‟) and their respective shareholders, is dispensed with in view of the averment made in paragraphs 30, 31 and 32 of the Affidavit in support of the Summons for Direction, inter-alia stating that the present scheme is an arrangement between the applicant Company and its shareholders as contemplated under section 391(1)(b) of the Act and not in accordance with provisions of section 391(1)(a) of the Act as there is no arrangement or compromise with the Secured Creditors who will continue to hold charge over the respective assets post sanctioning of the Scheme of Arrangement and that the Applicant Company undertakes to issue individual notices of the date of hearing of the Petition to all its Secured Creditors by R.P.A.D. and also to publish the same in three local newspapers viz. “The Times of India”, in English language and translations thereof in “Maharashtra Times” and “Lokmat”, in Marathi language, all having circulation in Nashik. The said undertaking is accepted.
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Company and its shareholders as contemplated under section 391(1)(b) of the Act and not in accordance with provisions of section 391(1)(a) of the Act as there is no arrangement or compromise with the Unsecured Creditors and that the Applicant Company undertakes to issue individual notices of the date of hearing of the Petition to all its Unsecured Creditors by R.P.A.D and also to publish the same in three local newspapers viz. “The Times of India”, in English language and translations thereof in “Maharashtra Times” and “Lokmat”, in Marathi language, all having circulation in Nashik. The said undertaking is accepted.
(G. S. PATEL, J)
CERTIFICATE
I certify that this Order uploaded is a true and correct copy of original signed Order.
Uploaded by : Shankar Gawde, Stenographer
1 issue framed by the court
Whether the convening and holding of meetings of equity shareholders, secured creditors, and unsecured creditors is necessary where consents are already given.
1 provisions across 1 enactments
ZENITH METAPLAST (P) LIMITED
G.S. PATEL
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
