Judgment · High Court · 2012

Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. 2 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 17th August 2012 of Mr. Omprakash Varma, Director of the Applicant Company, in support of Company Summons for Direction and the exhibits referred to therein, IT IS ORDERED:

That convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation of Capital Foods Limited the Applicant /Transferor Company and Capital Foods Exports Private Limited, the Transferee Company and their respective shareholders is dispensed with in view of the consents given by 6 (Six) out of 7 (Seven) Equity shareholders constituting 99.31% of the total paid- up capital of the Applicant Company, which are annexed as Exhibits “D1” to “D6” to the Affidavit and in view of the averment made in paragraph 10 of the Affidavit in support of the Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D upon 1 (one) remaining Equity shareholder constituting 0.69% of the total paid-up capital of the Applicant Company, whose consent has not been obtained and also undertakes to publish the same in two local news papers i.e. “Deshdoot Times” in English and “Deshdoot”, in Marathi both having publications in Nasik. The said undertaking is accepted.

That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation is dispensed with in view of the averment made in paragraph 11 of the Affidavit in support of 3 the Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Secured Creditors and also undertakes to publish the same in two local news papers i.e. “Deshdoot Times”, in English and “Deshdoot”, in Marathi both having publications in Nasik. The said undertaking is accepted.

That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation is dispensed with in view of the averment made in paragraph 12 of the Affidavit, in support of the Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors having an outstanding balance of Rupees 200000/- Lacs and above. The Applicant Company also undertakes to publish the notice of hearing of the petition in two local news papers i.e. “Deshdoot Times”, in English and “Deshdoot”, in Marathi both having publications in Nasik. The said undertaking is accepted. ( S. J. Kathawalla, J )