Disposed

Ankur Drugs and Pharma Limited v. ----------

Bombay HC15 Mar 2013CSD/219/2013

Case brief

AI extract

What is this about?

The Bombay High Court directed the Applicant Company to convene meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors to consider and approve a Scheme of Compromise and Arrangement under Sections 391-394 of the Companies Act, 1956.

What did the court decide?

Direction to convene meetings of shareholders and creditors to approve Scheme of Compromise; detailed directions on notice, advertisement, quorum, and chairman appointment.

Ankur Drugs and Pharma Limited Vs ---------- — Company and Corporate | Bombay HC (2013)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SUMMONS FOR DIRECTION NO.219 OF 2013

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In the matter of Companies Act, 1956,

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And

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In the matter of Sections 391 to 394 of the Companies Act, 1956;

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And

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In the matter of Scheme of Compromise and Arrangement between Ankur Drugs and Pharma Limited and its Creditors;

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ANKUR DRUGS AND PHARMA LIMITED	)
a Company Incorporated under the	)
Companies Act, 1956 having its	)
Registered office at C-306,	)
Crystal Plaza, Andheri Link Road,	)
Andheri (West), Mumbai - 400 053	) … APPLICANT COMPANY

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Called Summons for Direction

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Ms. Manorama Mohanty alongwith Mr. Gunjan A. Shah i/b. S. K. Srivastav & Co. for Applicant.

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Coram: R. V. MORE, J.,

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Dated: 15^TH MARCH, 2013

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MINUTES OF ORDER

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UPON the Application of the Applicant Company above named by Summons for Direction AND UPON HEARING Ms. Manorama Mohanty instructed by M/S. S. K. Srivastav & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 12^th December, 2012 of Mr. Girraj Vijayvargiya, Whole time Executive Director and Authorized Signatory of the Applicant Company in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:-

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That a meeting of the Equity Shareholders of Ankur Drugs and Pharma Limited, the “Applicant Company” be convened and held at the Registered Office of the Applicant Company at C-306, Crystal Plaza, Andheri Link Road, Andheri (West), Mumbai - 400 053, Maharashtra, on 20^th day of April, 2013 at 10.30 a.m. for the purpose of considering, and if thought fit, approving with or without modifications, in the proposed Scheme of Compromise and Arrangement between the Ankur Drugs and Pharma Limited and its Creditors.

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That a meeting of the Secured Creditors with First Charge, Secured Creditors with Second Charge, of Ankur Drugs and Pharma Limited, the “Applicant Company” be convened at the Registered Office of the Applicant Company at C-306, Crystal Plaza, Andheri Link Road, Andheri (West), Mumbai - 400 053, Maharashtra, on 20^th day of April, 2013 at 03:00 p.m. for the purpose of considering, and if thought fit,

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approving with or without modifications, in the proposed Scheme of Compromise and Arrangement between the Ankur Drugs and Pharma Limited and its Creditors.

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That a meeting of the Unsecured and other Creditors, FCCB Holders and Depositors of the Applicant Company be convened at the Registered Office of the Applicant Company at C-306, Crystal Plaza, Andheri Link Road, Andheri (West), Mumbai - 400 053, Maharashtra, on 22^th day of April, 2013 at 10:30 p.m. for the purpose of considering, and if thought fit, approving with or without modifications, in the proposed Scheme of Compromise and Arrangement between the Ankur Drugs and Pharma Limited and its Creditors.

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That at least 21 clear days before the meeting to be held an aforesaid, an advertisement convening the said meeting, at the place and time aforesaid and stating that copies of the proposed Scheme of Compromise and Arrangement and the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and prescribed forms 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. S. K. Srivastav & Co., 201, Yeshwant Chambers, 2^nd Floor, 18, Burjorji Bharucha Marg, Fort, Mumbai – 400 023 shall be published once each in two local newspapers viz. “Free Press Journal” in English Language and “Navshakti Times” in Marathi Language, both having circulation in

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Mumbai. Publication of notice in the Maharashtra Government Gazette is dispensed with.

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That in addition at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the day, date, place and time as mentioned in paragraph Nos.1 and 3, together with a copy of the Scheme of Compromise and Arrangement, a copy of the Explanatory Statement required to be sent under Section 393 of the Companies Act, 1956 and prescribed form of proxy, shall be sent by courier / speed post addressed to each of the Equity Shareholders, Secured Creditors with First Charge, Secured Creditors with Second Charge, Unsecured and other Creditors, FCCB Holders and Depositors and its Shareholders of the Applicant Company at their respective registered or last known addresses.

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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 Hon’ble Court is dispensed with. The Applicant Company undertakes to:

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i) advertise the Notice convening meeting of the Equity Shareholders Equity Shareholders, Secured Creditors with First Charge, Secured Creditors with Second Charge, Unsecured and other Creditors, FCCB Holders and Depositors of the Applicant Company as per Form No. 36 (Rule 73 of the Companies (Court) Rules, 1959);

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ii) issue the Notice convening meeting of the Equity Shareholders Equity Shareholders, Secured Creditors with First Charge, Secured Creditors with Second Charge, Unsecured and other Creditors, FCCB Holders and Depositors of the Applicant Company as per Form No. 38 (Rule 74 of the Companies (Court) Rules, 1959);

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iii) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956;

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iv) issue Form of Proxy as per Form No. 37 (Rule 73 of the Companies (Court) Rules, 1959);

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The said undertakings are accepted.

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That Mr. Purnandu Jain, Chairman and Managing Director of the Applicant Company or failing him Mr. Girraj Vijayvarghiya, Whole Time Executive Director or failing him Mr. Dilip Shinde, the Director of the Applicant Company is appointed as the Chairman for the above meetings of the Equity Shareholders Equity Shareholders, Secured Creditors with First Charge, Secured Creditors with Second Charge of the Applicant Company to be held at C-306, Crystal Plaza, Andheri Link Road, Andheri (West), Mumbai - 400 053, Maharashtra on 20^th day of April, 2013 at 10:30 a.m. and at 03:00 p.m. respectively or any adjournment or adjournments thereof.

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That Mr. Purnandu Jain, Chairman and Managing Director of the Applicant Company or failing him Mr. Girraj Vijayvarghiya, Whole

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Time Executive Director or failing him Mr. Dilip Shinde, the Director of the Applicant Company is appointed as the Chairman for the above meetings of the Unsecured and other Creditors, FCCB Holders and Depositors of the Applicant Company to be held at C-306, Crystal Plaza, Andheri Link Road, Andheri (West), Mumbai - 400 053, Maharashtra on 22^nd day of April, 2013 at 10:30 a.m. or any adjournment or adjournments thereof.

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That the Chairman appointed for the aforesaid meeting, to issue advertisements and send out Notices of the said meetings referred to above. He shall have all powers under the Articles of Association of the Applicant Company and under the Companies (Court) Rules, 1959 in relation to the conduct of the meeting including for deciding procedural questions that may arise or at any adjournment thereof or any other matter including an amendment to the Scheme or resolution, if any, proposed at the meeting by any person(s).

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10.That the quorum for the aforesaid meeting of the Equity Shareholders of the Applicant Company shall be Five (5) members/Equity Shareholders present in person as mentioned in the Article of Association No.97 of the Articles of Association of the Applicant Company.

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11.That the quorum for the aforesaid meeting of the Secured Creditors with First Charge, Secured Creditors with Second Charge of the

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Applicant Company shall be Two (2) Creditors present in person or represented by proxy/authorised Representative.

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12.That the quorum for the aforesaid meeting of the Unsecured and other Creditors, FCCB Holders and Depositors of the Applicant Company shall be Ten (10) Creditors present in person or represented by proxy/authorised Representative.

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13.That voting by Proxy/Authorised Representative is permitted provided that a proxy in the prescribed form/authorisation duly signed by the person entitled to attend and vote at the aforesaid meeting, is filed with the Applicant Company at its Registered Office at C-306, Crystal Plaza, Andheri Link Road, Andheri (West), Mumbai - 400 053, Maharashtra, not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959.

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14.That the number of the shared held by each of the Equity Shareholders of the Applicant Company shall be in accordance with the record or register of the Applicant Company and where the entries in the record or registers are disputed, the Chairman of the meeting shall determine the number for the purposes of the meeting and his decision in that behalf would be final.

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15.That the Chairman to file an Affidavit not less than 7 days before the date fixed for holding of the meeting and do report to this Court that

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the directions regarding the issue of notices and the advertisement have been duly complied with.

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16.That the Chairman appointed for the meeting to report to this Court the result of the said meeting within Thirty (30) days of the conclusion of the meeting and that the said report shall be verified by

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his Affidavit.

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(R. V. MORE, J.)

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Ankur Drugs and Pharma Limited v. ----------

Case brief

What is this about?

What did the court decide?

Ankur Drugs and Pharma Limited v. ----------

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

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