Gujarat High Court Case Information System
Print
COMA/76/2010 5/ 6 JUDGMENT
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 76 of 2010
For
Approval and Signature:
HONOURABLE
MR.JUSTICE M.R. SHAH
===========================================
1
Whether
Reporters of Local Papers may be allowed to see the judgment ?
2
To
be referred to the Reporter or not ?
3
Whether
their Lordships wish to see the fair copy of the judgment ?
4
Whether
this case involves a substantial question of law as to the
interpretation of the constitution of India, 1950 or any order
made thereunder ?
5
Whether
it is to be circulated to the civil judge ?
===========================================
JK
PAPER LIMITED - Applicant(s)
Versus
.
- Respondent(s)
===========================================
Appearance :
NANAVATI
ASSOCIATES for
Applicant(s) : 1,
None for Respondent(s) :
1,
===========================================
CORAM
:
HONOURABLE
MR.JUSTICE M.R. SHAH
Date
: 25/03/2010
ORAL
JUDGMENT
Draft
amendment allowed. Applicant to carry out amendment by 26.03.2010.
1. Upon
the application of the applicant Company abovenamed by Summons for
Directions dated 25th March, 2010 and upon hearing Shri
K.S.Nanavati, Senior Advocate with Mr.Nandish Chudgar for Nanavati
Associates, learned Advocates for the Applicant Company and upon
reading the affidavit of Shri Suresh Chander Gupta, Company Secretary
of the Applicant Company filed on 18th March, 2010 and the
Annexures therein referred to (Annexure I) being a copy of the
proposed Scheme of Arrangement between JK Paper Limited (Transferor
Company) and Songadh Infrastructure & Housing Limited (Transferee
Company No.1) and Jaykaypur Infrastructure & Housing Limited
(Transferee Company No.2) it is ordered
2. That
separate meetings be held of the Equity Shareholders and Unsecured
Creditors of the applicant Company for the purpose of considering,
and if thought fit, approving with or without modifications, the
Scheme of Arrangement between the Applicant Company and Songadh
Infrastructure & Housing Limited (Transferree Company No.1 or
‘SIHL’) and Jaykaypur Infrastructure & Housing Limited
(Transferee Company No.2 or ‘JIHL’).
3. That
the convening and holding of a meeting of the Secured Creditors of
the applicant Company to consider and approve the arrangement
embodied in the Scheme of Arrangement between the Applicant Company’s
Undertaking and Songadh Infrastructure & Housing Limited and
Jaykaypur Infrastructure & Housing Limited is dispensed with in
view of the applicant Company having only 10(ten) secured creditors
and all the secured creditors having given their approval and consent
in writing to the Scheme of Arrangement, being Annexure N1 to N10 to
the affidavit in support of this Summons for directions.
4. And
that a meeting of Equity Shareholders of the applicant Company be
convened and held at Registered Office of the Company at P.O. Central
Pulp Mills 390660, Fort Songadh, District Tapi (Gujarat) on 08th
May, 2010 at 12.30 p.m. for the purpose of considering, and if
thought fit, approving with or without modification, the arrangement
embodied in the scheme of arrangement of the applicant company with
Songadh Infrastructure & Housing Limited and Jaykaypur
Infrastructure & Housing Limited.
5. That
a meeting of Unsecured Creditors of the applicant Company be convened
and held at Registered Office of the Company at P.O. Central Pulp
Mills 390660, Fort Songadh, District Tapi (Gujarat) on 08th
May, 2010 at 1.30. p.m. immediately after the holding of the meeting
of Equity Shareholders for the purpose of considering, and if thought
fit, approving with or without modification, the arrangement embodied
in the scheme of arrangement of the applicant company with Songadh
Infrastructure & Housing Limited and Jaykaypur Infrastructure &
Housing Limited.
6. That
atleast 21(twenty one) clear days before the meeting of the Equity
Shareholders and Unsecured Creditors of the applicant company, an
advertisement for convening the same and stating that copies of the
said arrangement embodied in the scheme of arrangement, and of the
statement required to be furnished pursuant to Section 393 of the
Companies Act, 1956 and the prescribed form(s) of proxy can be
obtained free of charge at the Registered Office of the applicant
Company or at the Office of its Advocate, be issued once each in
Times of India (Ahmedabad Edition) and the Gujarati translation
thereof in Gujarat Samachar (Ahmedabad and Surat edition) both
newspapers circulating in Ahemedabad and that the publication of the
notice of the said meeting in the Government Gazette is dispensed
with.
7. That
in addition atleast 21(twenty one) clear days before the said meeting
of Equity Shareholders to be held as aforesaid, notices convening the
said meeting at the place and time aforesaid, together with a copy of
the said Scheme of Arrangement, a copy of the statement required to
be sent under section 393 of the Companies Act, 1956 and the form of
proxy shall be sent by post under Certificate of posting addressed to
each of the Equity Shareholder of the Applicant Company at their
respective registered or last known address.
8. That
in addition atleast 21(twnety one) clear days before the said meeting
of Unsecured Creditors to be held as aforesaid, notices convening the
said meeting at the place and time aforesaid, together with a copy of
the said Scheme of Arrangement, a copy of the statement required to
be sent under section 393 of the Companies Act, 1956 and the form of
proxy shall be sent by Post Under Certificate of Posting addressed to
each of the Unsecured Creditor of the applicant Company at their
respective registered or last known address and having their dues
above Rs.50,000/- and above only, in view of the break up of the
Unsecured Creditors in terms of number and in value as attached at
Annexure-P to the affidavit in support of the application.
9. That
Mr.G.J.Jadeja, Deputy Registrar, Gujarat High Court and in his
absence Mr.A.S.Raghupathy, Assistant Registrar, Gujarat High Court
shall be Chairman of the said meeting of the Equity Shareholders to
be held on 08th May, 2010 at 12.30 p.m. and Unsecured
Creditors on the same day at 1.30 p.m. or soon after the conclusion
of the meeting of Equity Shareholder as aforesaid or any adjournment
or adjournments thereof.
10. That
the Chairman appointed for the said meeting of the Equity
Shareholders and Unsecured Creditors do issue the advertisements and
sent out the notices of the meeting as referred to above.
11. That
the quorum for the said meeting of the Equity Shareholders shall be
5(five) Equity Shareholders present in person or by proxy.
12. That
the quorum for the said meeting of the Unsecured Creditors shall be
5(five) Unsecured Creditors present in person or by proxy.
13. That
voting by proxy be permitted, provided that a proxy in the prescribed
form duly signed by the person entitled to attend and vote at the
aforesaid meetings or by his authorized representative, is filed with
the applicant Company at its Registered Office at Registered Office
of the Company at P.O. Central Pulp Mills 390660, Fort Songadh,
District Tapi (Gujarat) not later than 48 hours before the time fixed
for the relevant meetings of both the Equity Shareholders and
Unsecured Creditors.
14. That
the outstanding claim of each of the Unsecured Creditors shall be in
accordance with the books of the applicant Company and where the
entries in the books are disputed, the Chairman of the meeting of
Unsecured Creditors shall determine such value for the purpose of the
meeting and his decision in that behalf shall be final.
15. That
the Chairman of the aforesaid meetings do report the result of the
said meetings of Equity Shareholders and Unsecured Creditors to this
Court within 14(fourteen) days of the conclusion of the said meetings
and the said report shall be verified by his affidavit.
16. The
applicant shall deposit an amount of Rs.7500/- (Rupees Seven Thousand
and Five Hundred only) towards probable costs / fees of Chairman with
the Registry of this Court within a period of 1(one) week from today.
The
application is accordingly disposed of.
[M.R.Shah,J.]
satish
Top