Application Form Of Sample Companies

IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY SUMMONS FOR DIRECTION NO. OF 20---.

In the matter of the Companies Act I of 1956
AND
In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956
AND
In the matter of the Scheme of Arrangement between -------------and ----------------.
------------ a Company incorporated under the
Companies Act, 1956 and having its Registered
Office at ---------------,
-------------------APPLICANT

SUMMONS FOR DIRECTIONS
LET ALL PARTIES

concerned attend the Hon'ble Judge taking Company matters in Chambers on the --------- day of ----------,20--- at 11.00 am or. thereafter on the hearing of the application of the Applicant above named for an order:

1. That a meeting of the members holding Equity Shares of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification the Scheme of Arrangement between ------------------ ,the Applicant/Transferor Company and -----------------, the Transferee Company be dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit "C-1 to C-9" to the affidavit in support of Company Summons for Directions.
2. hat a meeting of Secured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification the Scheme of Arrangement between ----------------, the Applicant/Transferor Company and --------------, the Transferee Company be dispensed with in view of the averments made in paragraph 17 and 23 of the Affidavit in Support of Company Summons for Direction.
3. That a meeting of Unsecured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification the Scheme of Arrangement between --------------------, the Applicant/Transferor Company and -------------------, the Transferee Company be dispensed with in view of the consent given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibit "D-1 to D-19" to the affidavit in support of Company Summons for Direction.
4. That direction be given to dispense with the convening and holding of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors and also dispensing with the publication of notices in the newspapers and in Maharashtra Government Gazette.
5. That such further and other orders to be passed as this Hon'ble Court may deem fit and proper.
   Dated This -------- day of -------------,20----THIS SUMMONS FOR DIRECTIONS is taken )out by --------------------------. for the Applicant and )the same will be supported by an Affidavit dated )---------------------, 20--- of Mr -------------- )Note: This summons for directions is not intended to be served upon any person.-----------------------------------------Advocate for Applicant Company

IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY SUMMONS FOR DIRECTION NO. OF 20--.

In the matter of the Companies Act I of 1956
AND
In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956
AND
In the matter of the Scheme of Arrangement between ------------- And ------------------
-------- a Company incorporated under the
Companies Act, 1956 and having its Registered
Office at ---------------------- APPLICANT

AFFIDAVIT IN SUPPORT OF SUMMONS FOR DIRECTIONS

I, ------------------------ son of ----------------------------, Executive Director of the Applicant Company abovenamed residing at -------------------------------------------------- do hereby solemnly affirm and state as follows:-

1. 1. I am Executive Director of the Applicant Company and conversant with the facts of the case and authorised to sign this affidavit and able to depose to the same.

1. 1. -------------------------(hereinafter referred to as ‘---------------" or "the Transferor Company" or "the Applicant Company") was incorporated on --------------------- under the Companies Act, 1956.

1. 1. The Registered office of the Applicant Company is situated at --------------------.

1. 1. The Present Authorised, Issued, Subscribed and Paid-up Share Capital of the Applicant Company is as under:
      

      Particulars	Amount in Rs.
      Authorised Share Capital.
      ------------------ Equity Shares of Rs. -------/- each.
      TOTAL
      Issued, Subscribed and Paid up Share Capital.
      ----------------- Equity Shares of ------/- each fully paid up.   5,00,007 Equity shares of Rs. 10 each
      TOTAL

1. 1. The objects for which the Applicant Company was formed are set out in the Memorandum and Articles of Association, a copy of which is annexed to the Company Summons for Direction filed by the Transferee Company.
      Some of the objects of the Applicant Company briefly stated are as follows
      1. -------------
      2. -------------

1. 1. The Applicant Company is engaged in business of manufacturing, distributing, selling and exporting edible commodities and products. It also receives income from investments, royalty and other related activities. The copy of the Latest Audited Annual Accounts as on 31st March,20--- of the Applicant Company showing the assets and liabilities as on that date is annexed to the Company Summons for Direction filed by the Transferee Company. The summarised financial position of the Applicant Company as on 31st March,20-- is as under:
      

      BALANCE SHEET AS ON 31st MARCH 20---- (Rs.)
      Liabilities	Rs.	Assets	Rs.
      Share Capital		Fixed Assets
      Reserves & Surplus		Investments
      Secured Loans		Current Assets, Loans and Advances
      Unsecured Loans		Less: Current Liabilities & Provision
      Deferred Tax Liability
      Total		Total

       

1. 1. he Unaudited Balance Sheet and Profit & Loss Account as on ------------------------ of the Applicant Company showing the latest financial position as on that date is annexed to Company Summons for Direction filed by the Transferee Company. The summarized financial position of the Applicant Company as on -------------------------- is as under:
      

      UNAUDITED BALANCE SHEET AS ON ---------------- (Rs.)
      Liabilities	Rs.	Assets	Rs.
      Share Capital		Fixed Assets
      Reserves & Surplus		Investments
      Net profit of current period		Current Assets, Loans and Advances
      Secured Loans
      Unsecured Loans
      Deferred Tax Liability
      Current Liabilities & Provisions
      TOTAL		TOTAL

      There is no substantial change in the financial position of the Applicant Company as on date except those arising in normal course of business.

1. 1. his Scheme of Arrangement between -------------------------- and --------------- is presented for Amalgamation of -------------- and --------------- and also reduction and reorganisation of the share capital of ------------------------------------------------------.

1. 1. ------------------------------------------------------ (hereinafter referred to as ‘------------------------------" or "the Transferee Company") was incorporated on ---------------------------- under the Companies Act, 1956.

1. 1. The Registered office of the Transferee Company is situated at ----------------------------------------------.

1. 1. The Present Authorised, Issued, Subscribed and paid-up Share Capital of the Transferee Company is as under:
      

      Particulars	Amount in Rs.
      Authorised Share Capital
      ---------- Equity Shares of Rs.---------/- each.
      TOTAL
      Issued, Subscribed and Paid up Share Capital
      --------------Equity Shares of Rs.-----------/- each fully paid up.   5,00,007 Equity shares of Rs. 10 each
      TOTAL

       

1. 1. The objects for which the Transferee Company was formed are set out in its Memorandum and Articles of Associations, a copy of which is annexed to Company Summons for Direction filed by the Transferee Company.
      Some of the objects of the Transferee Company briefly stated are as follows:
      1. -------------
      2. -------------

1. 1. The Transferee Company is presently carrying on business activities of -------------------------------------------------. The copy of the Latest Audited Annual Accounts as on 31st March, 20--- of the Transferee Company showing the assets and liabilities as on that date is annexed to Company Summons for Direction filed by the Transferee Company. The summarised financial position of the Transferee Company based on Latest Audited Balance Sheet as on 31st March, 20-- is as under:
      

      BALANCE SHEET AS ON 31st MARCH 20-- (Rs.)
      Liabilities	Rs.	Assets		Rs.
      Share Capital		Fixed Assets (Net)
      Reserve & Surplus		Investments
      Secured Loans		Current Assets, Loans & Advances
      Unsecured Loans		Less: Current Liabilities & Provisions.
      		Net Current Assets
      		Preliminary Expenses
      Total		Total

1. 1. The Unaudited Balance Sheet as on --------------------- of the Transferee Company showing the latest financial position as on that date is annexed to Company Summons for Direction filed by the Transferee Company. The summarized financial position of the Transferee Company as on ----------------------- is as under:
      

      UNAUDITED BALANCE SHEET AS ON ---------------------- (Rs.)
      Liabilities	Rs.	Assets	Rs.
      Share Capital		Current Assets, Loans & Advances
      Share Application Money		Preoperative Expenses
      Secured Loans		Preliminary Expenses
      Unsecured Loans		Profit & Loss Account
      Deferred Tax Liability
      Current Liabilities & Provsions
      TOTAL		TOTAL

      There is no substantial change in the financial position of the Transferee Company as on date except those arising in normal course of business.

1. 1. The circumstances that have necessitated or justified the Scheme of Arrangement are inter alia summarised as under:
      1. The amalgamation will result in consolidation of investments of group into single entity
      2. The amalgamation will result into avoiding duplication of efforts, costs and resources.
      3. This amalgamation will integrate, rationalize and streamline management structure of the merged business.
      4. The combined capital resources would strengthen financial position of the merged entity and result in increasing leveraging capacity of the merged entity.

1. 1. Ex."A"The Board of Directors of the Applicant Company have approved by passing resolution on ---------------------------------------- that subject to the directions and sanctions of the court as may be required under law and subject to such permission of the Central Government and other authorities that may be necessary that the Scheme of Arrangement between ------------------------------------------------------ and ------------------------------------------------------ on the broad basis referred to in the Scheme of Arrangement, a copy whereof is annexed hereto and marked as Exhibit "A". Hereto annexed and marked as Exhibit "B" is the Copy of Board Resolution of the Applicant Company dated ----------------------------- approving the Scheme of Arrangement.Ex."B"
      The salient features of the Scheme of Arrangement are as follows:
      1. 1. "The Appointed Date" means the commencement of April 01, 20--- or such other date as may be fixed by the High Court of Judicature at Bombay.

       

      1. 1. "The Effective Date" means the date on which certified copies of the High Court order sanctioning this Scheme is filed with the Registrar of Companies, Maharashtra, Pune.

       

      1. 1. With effect from the Appointed Date, the whole of the undertaking, of the Transferor Company comprising of investments and bank balances and all other assets and liabilities of whatsoever nature and wheresoever's situated, shall, under the provisions of Section 391 read with Section 394 and all other applicable provisions, if any, of the Act, without any further act or deed (save as provided in clauses 5.2 and 5.3 below) be transferred to and vested in and/or be deemed to be transferred to and vested in the Transferee Company as a going concern so as to become as from the Appointed Date the assets and liabilities of the Transferee Company and to vest in the Transferee Company all the rights, title, interest or obligations of the Transferor Company therein.

       

      1. 1. With effect from the Appointed Date, all debts, liabilities, contingent liabilities, duties and obligations of every kind, nature and description of the Transferor Company shall also under the provisions of Section 391 read with Section 394 of the Act, without any further act or deed, be transferred to or be deemed to be transferred to the Transferee Company so as to become as from the Appointed Date the debts, liabilities, contingent liabilities, duties and obligations of the Transferee Company

       

      1. 1. All contracts, deeds, bonds, agreements, arrangements and other instruments of whatsoever nature to which the Transferor Company is a party or to the benefit of which the Transferor Company may be eligible and which are subsisting or having effect immediately before the Effective Date, shall be in full force and effect against or in favour of, as the case may be, the Transferee Company enforced as fully and effectively as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary thereto.

       

      1. 1. If any suit, writ petition, appeal, revision or other proceedings of whatever nature (hereinafter called "the Proceedings") by or against the Transferor Company be pending, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the transfer of the Undertakings of the Transferor Company or of anything contained in the Scheme, but the Proceedings may be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Company as if the Scheme had not been made.

       

      1. 1. All employees of the Transferor Company in service on the Effective Date shall become employees of the Transferee Company on such date without any break or interruption in service and on terms and conditions as to remuneration not less favourable than those subsisting with reference to the Transferor Company as on the said date.

       

      1. 1. Upon the scheme becoming finally effective, in consideration of the transfer and vesting of the undertaking of the Transferor Company in the Transferee Company in terms of the Scheme, the Transferee Company shall, subject to the provisions of the Scheme and without any further application, act or deed, issue and allot at par ---- (-------- ) Equity Shares of Re.------ (Rupee -------) each credited as fully paid-up in the Capital of the Transferee Company to the Members of Transferor Company whose names appear in the Register of Members of Transferor Company on a date (Record Date) to be fixed by the Board of Directors of the Transferee Company for every -----(-------) Equity Share of the face value of Rs.-------- (Rupees --------- ) each fully paid-up and held by the said members or their heirs, executers, administrators or their legal representatives, as the case may be, in Transferor Company.

       

      1. The Transferor Company shall be dissolved without winding up on an order made by the High Court of Bombay under Section 394 of the Companies Act.

1. 1. The proposed Scheme of Arrangement will not affect Secured and Unsecured Creditors of the Applicant Company in as much as the Transferee Company will in terms of Scheme of Arrangement will take over all the debts, liabilities, duties and obligations as well as be vested with all assets and properties of the Applicant Company. Post arrangement total assets of the Transferee Company would be more than sufficient to discharge the liabilities of the Applicant Company. This Scheme is between shareholders of the Applicant Company and the Transferee Company as contemplated under Section 391(1) (b) and not in accordance with the provisions of Section 391(1) (a) of the Companies Act, 1956 as there is no Compromise and/or Arrangement with creditors and creditors of the Applicant Company are not called upon to make any sacrifices, hence their interests are not getting affected in any way.

1. 1. None of the Directors of the Applicant Company are interested in the Scheme otherwise than as shareholders in general or as director of the Transferor Company.

1. 1. Neither (i) ------------------------------------------------------ nor (ii) ------------------------------------------------------ is registered under the Monopolies and Restrictive Trade Practices Act, 1969 or the Competition Act, 2002 and no investigation is pending against either of these companies under section 235 to 251 or any other provisions of the Companies Act,1956.

1. 1. The Scheme does not in any way violate, override or circumscribe any provisions of the Companies Act, 1956 and the Rules, Regulations and guidelines made under the said Act.

1. 1. There is no winding up petition pending against the Applicant Company in any court in India.

1. 1. As far as Equity Shareholders of the Applicant Company as on date are concerned consent letters in writing agreeing to the Scheme of Arrangement between the Applicant Company and the Transferee Company has been obtained. As all the members have consented to the said Scheme it is prayed that it would not be necessary to call their meeting. In that event it is submitted that this Hon'ble Court be pleased to dispense with convening and holding of meeting of Equity Shareholder as prayed for in prayer (a) of the Company Summons for Directions. Hereto annexed and marked as Exhibit "C" List of Equity Shareholders and Exhibit "C-1 to C9" are the consent letters from the equity shareholders of the Applicant Company.Ex. "C to C-9"
      As far as Secured Creditors of the Applicant Company are concerned there are ------ Secured Creditors of value of Rs ---------- of the Applicant Company as on ----------------------. They are paid in the normal course of business and as per the agreed terms and no sacrifice are called from them and their rights will not be effected as such and there will be no dilution of any securities provided to Secured Creditors and hence it is prayed that it would not be necessary to call their meeting. In that event it is submitted that this Hon'ble Court be pleased to dispense with convening and holding of such meeting as prayed for in prayer (b) of the Summons for Directions.Ex. "D" to D-19"
      As far as Unsecured Creditors of the Applicant Company are concerned there are ------- Unsecured Creditors of value of Rs ----------- of the Applicant Company as on ----------------- and consent letters in writing agreeing to the Scheme of Arrangement between the Applicant Company and the Transferee Company has been obtained. As all the Unsecured Creditors have consented to the said Scheme it is prayed that it would not be necessary to call their meeting. In that event it is submitted that this Hon'ble Court be pleased to dispense with convening and holding of meeting of Unsecured Creditors as prayed for in prayer (c) of the Company Summons for Directions. Hereto annexed and marked as Exhibit "D" List of Unsecured Creditors and Exhibit "D-1 to D19" are the consent letters from Unsecured Creditors of the Applicant Company.

1. 1. The Applicant Company say and submit that the publication of the notice of the proposed Scheme of Arrangement in the English newspaper & a vernacular newspaper and also in Maharashtra Government Gazette be dispensed with in view of the consent obtained from all the Equity Shareholders and Unsecured Creditors and in view of the averments made in para (17) & (23) meeting of Secured Creditors be dispensed with. The Applicant Company undertakes to publish the date of Final hearing of the Petition in the newspaper and also give individual notice of the date of hearing of the Petition to all its Secured Creditors by Regd Post A.D.

1. The Applicant Company be allowed to present the Petition for sanction of the proposed Scheme of Arrangement as no prejudice of any nature whatsoever is likely to be caused to any persons whatsoever if the directions as prayed for by the Applicant Company are granted.

Solemnly affirmed at Bombay this -----------------,20------------
Before me,
Advocate for the Applicant Company

Associate High Court Bombay