Positive Packaging Industries Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 330 OF 2016

IN THE MATTER of the Companies Act, 1956 and the

Companies Act, 2013;

AND

IN THE MATTER of Sections 391 to 394 read with

Sections 100 to 103 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013;

AND

IN THE MATTER of Positive Packaging Industries

Limited;

AND

IN THE MATTER of Scheme of Arrangement of

Positive Packaging Industries Limited and Huhtamaki PPL Limited (formerly known as The Paper Products Limited) and their respective shareholders and creditors.

Positive Packaging Industries Limited ) a company incorporated under the provisions of the ) Companies Act, 1956 having its registered office at ) 12A-06, 'B' Wing, 13th Floor, Parinee Crescenzo, ) C-38/39, 'G' Block, Bandra Kurla Complex, ) Bandra (East), Mumbai - 400 051 ) ...Applicant / Transferor Company Called for Direction for hearing Mr. Ankit Lohia i/b Desai & Diwanji, Advocates for the Applicant. Coram: B.P. Colabawalla, J Dated: 22nd April 2016 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Ankit Lohia, Advocate, instructed by M/s. Desai & Diwanji, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 16 March 2016 and Additional Affidavit dated 20 April 2016 of Mr. Dakshinamurthy Iyer, authorized signatory of the Applicant Company, in support of the Summons for Direction 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 considering and if thought fit, approving with or without modification(s), the

proposed Scheme of Arrangement of Positive Packaging Industries Limited with Huhtamaki PPL Limited and their respective shareholders and creditors, is dispensed with in view of the consent given by 7 (seven) Equity shareholders of the Applicant Company, which are annexed as Exhibits "C-1" to "C-7" to the Affidavit in Support of the Summons for Direction. 2.

The convening and holding of the meeting of the Secured Creditors of the Applicant Company, for considering and if thought fit, approving with or without modification(s), the proposed Scheme of Arrangement of Positive Packaging Industries Limited with Huhtamaki PPL Limited and their respective shareholders and creditors, is dispensed with in view of the consent given by 4 (four) Secured Creditors of the Applicant Company, which are annexed as Exhibits "E-1" to "E-4" to the Affidavit in Support of the Summons for Direction. 3.

The convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for considering and if thought fit, approving with or without modification(s), the proposed Scheme of Arrangement of Positive Packaging Industries Limited with Huhtamaki PPL Limited and their respective shareholders and creditors, is dispensed with in view of the averments made in paragraph 15 of the Affidavit in Support of the Summons for Direction and the Applicant Company undertakes to issued individual notices of hearing of the Petition to all its Unsecured Creditors by R.P.A.D to all its Unsecured Creditors having an outstanding balance of Rs. 1,00,000 (Rupees One Lakh only) and above and also publish the same in 'Free Press Journal' in English language and a translation thereof in 'Navshakti' in Marathi language both having circulation in Mumbai. The said undertaking is accepted.

4.

That there are no Preference Shareholders and Debenture Holders of the Applicant Company as stated in paragraphs 16 and 17 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Preference Shareholders and Debenture holders does not arise.

5.

The procedure prescribed under Sections 100-103 of the Companies Act, 1956, be dispensed with in view of the averments made in para 20 of the Affidavit in Support of the Summons for Direction, inter alia, stating that the Scheme does not involve reorganization of share capital of the Transferor Company and involves reorganization of share capital of only the Transferee Company. Hence, procedure, if any, to be followed in case of capital reduction under Sections 100 to 103 of the Companies Act, 1956 are not applicable to the Transferor Company.

( B.P. Colabawalla, J.) CERTIFICATE I certify that this Order uploaded is a true and correct copy of the original signed order. Uploaded By: Shankar Gawde