Kumaka Industries Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 925 OF 2015. In the matter of the Companies Act, 1 of 1956 and other relevant provisions of Companies Act, 2013;
AND In the matter of Sections 391 to 394 read with Sections 100 to 105 of the Companies Act, 1956 and other relevant provisions of Companies Act, 2013;
AND In the matter of Scheme of Arrangement Between KUMAKA INDUSTRIES LIMITED and its Equity Shareholders KUMAKA INDUSTRIES LIMITED, a ) Company incorporated under the ) Companies Act, 1956, having its ) Registered Office at 209, 2nd Floor, ) Marine Chambers, 43, New Marine ) Lines, Churchgate, Mumbai, ) Maharashtra - 400020.
) ......... Applicant Company.
Called Summons for Direction for hearing
Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant Coram: K. R. Shriram, J.
Date: 11th December, 2015 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 23rd October, 2015 Mr. Pankaj Kadakia, Director of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT :- 1.
The meeting of the Equity Shareholders of KUMAKA INDUSTRIES LIMITED, "the Applicant Company" be convened and held at 12, 2nd Floor, Electric Market Association Hall, Shreeji Bhavan, 51, Mangaldas Road, Princess Street, Mumbai- 400 001, Maharashtra on Monday, the 8th day of February, 2016 at 10.30 a.m., for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement Between KUMAKA INDUSTRIES LIMITED and its Shareholders and Creditors.
2.
The meeting of the Unsecured Creditors of KUMAKA INDUSTRIES LIMITED, "the Applicant Company" be convened and held at 12, 2nd Floor, Electric Market Association Hall, Shreeji Bhavan, 51,
Mangaldas Road, Princess Street, Mumbai001, Maharashtra on Monday, the 8th day of February, 2016 at 12.00 noon, for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement Between KUMAKA INDUSTRIES LIMITED and its Shareholders and Creditors.
3.
That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the Scheme of Arrangement, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by RPAD / speed post addressed to each of the Equity Shareholders and Unsecured Creditors at their respective registered or last known addresses.
4.
That at least 21 clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting, at the place and time aforesaid and stating that copies of the proposed Scheme of Arrangement and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the registered office of the Applicant Company as aforesaid and/or at the office of its Advocates M/s. RAJESH SHAH & CO, 16, Oriental Building, 30, Nagindas Master Road, Flora Fountain, Mumbai 400 001, shall be published once each in two local news papers viz. "Free
Press Journal", in English language and translation thereof in "Navshakti", in Marathi language, both having circulation in Mumbai.
5.
Publication of notice in the Maharashtra Government Gazette is dispensed with.
6.
That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to:- i.
advertise the Notice convening meeting as per Form No. 38 (Rule 74) ii.
issue Notice convening meeting of the Equity Shareholders and Unsecured Creditors as per Form No. 36 (Rule 73) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956;
iv.
issue Form of Proxy as per Form No. 37 (Rule 73) The said undertaking is accepted.
7.
That Mr. Pankaj Kadaki, Director failing him Dr. Dhananjay Ichharam Panchal, Director failing him, Dr. Niranjan Maneklal Pandya, Director is appointed as the Chairman for the above meeting of Equity Shareholders and Unsecured Creditors to be
held at 12, 2nd Floor, Electric Market Association Hall, Shreeji Bhavan, 51, Mangaldas Road, Princess Street, Mumbai- 400 001, Maharashtra on Monday, the 8th day of February, 2016 at 10.00 a.m. and 12.00 noon respectively, or any adjournment or adjournments thereof.
8.
The Chairman appointed for the meetings to issue the advertisement and send out the notices of the meetings referred to above. It is further directed that the Chairman of the meeting shall have all powers as per the Articles of Association and also under the Companies (Court) Rules, 1959 in relation to conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjournment or adjournment(s) to the Scheme of Arrangement or Resolutions if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll.
9.
That quorum for the aforesaid meeting of the Equity Shareholders and Unsecured Creditors shall be as prescribed under Section 103 of the Companies Act, 2013.
10.
That voting by proxy / authorized representative is permitted, provided that a proxy in the prescribed form / authorization duly signed by the person entitled to attend and vote at the meetings, is filed with the Applicant Company at its Registered office at 209, 2nd Floor, Marine Chambers, 43, New Marine Lines, Churchgate,
Mumbai, Maharashtra - 400020, not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959.
11.
That the number and value of the vote of Equity Shareholders and Unsecured Creditors shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting.
12.
That the Chairman to file affidavit not less than Seven days before the date fixed for the holding of the Meetings and do report this Court that the direction regarding the issue of notices and advertisement have been complied with.
13.
That the Chairman appointed for the meetings to report to this Court the result of the said meeting within Thirty days of the conclusion of the meeting and the said report shall be verified by his affidavit.
14.
That the question of convening and holding of the meeting of Secured Creditors does not arise since there are no Secured Creditors of the Applicant Company as stated in paragraph 12 of the Affidavit in support of Summons for Direction. 15.
That the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with in view of the averments made in paragraph 15 to 18 of the Affidavit in support of the
Summons for Direction stating that the cancellation and reduction of the Share Capital shall be effected as an integral part of the Scheme and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that it also does not involve any compromise or arrangement with any creditors of the Applicant Company. The Applicant undertakes to place Separate Special Resolutions for approval of the Equity Shareholders of the Applicant Company in the Meeting which is proposed to be convened on Monday, 8th February, 2016 for approval of the Scheme of Arrangement and the reduction of share capital of the Applicant Company. The Applicant Company further undertakes to annex a copy of the Special Resolution to the Company Scheme Petition. The said undertaking is accepted. (K. R. Shriram, J.) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.
Uploaded by : Shankar Gawde, Stenographer.