Disposed

Remco Paper and Board Industries v. -

Bombay HC10 Oct 2014CSD/747/2014

Case brief

AI extract

What is this about?

The High Court granted a summons for direction dispensing with the equity shareholders meeting for a scheme of demerger due to few shareholders. It directed the convening of meetings for secured and unsecured creditors on November 17, 2014, specifying notice periods, publication requirements, chairman appointment, quorum, and reporting obligations under the Companies Act.

What did the court decide?

Meeting of equity shareholders dispensed with; directions issued for convening meetings of secured and unsecured creditors on November 17, 2014, with specific procedural mandates regarding notices, pu

Remco Paper and Board Industries Vs - — Company and Corporate | Bombay HC (2014)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 747 OF 2014

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In the matter of Companies Act, 1956(1 of 1956)

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And

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In the matter of Section 391 and 394 read with Sections 100 of the Companies Act 1956 (1 of 1956)

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And

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In the matter of Scheme of Arrangement & Demerger Between Remco Paper & Board Industries Private Limited and Revival Paper Mill Private Limited and their respective shareholders and creditors.

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Remco Paper & Board Industries Private) Limited a company incorporated under ) The Companies Act, 1956 and having its) registered office at S/5, Vijayshree ) Apartment, Tatya Gharpurepath Opp. ) Mangalwadi, Girgaon, Mumbai – 400 004) …Applicant Company

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CALLED FOR DIRECTION

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Mr. Gautam Ankhad i/b M/s. VND & Associates, Advocates for the Applicant Company.

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Coram : S.J. Kathawalla, J. Date : 10^th October, 2014

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MINUTES OF THE ORDER

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Upon the Application of the Applicant Company abovenamed by a Summons for Direction and UPON HEARING Counsel Mr. Gautam Ankhad i/b M/s. VND & Associates, Advocates for the Applicant Company, AND UPON READING the Affidavits of Mr. Paresh M. Dharia, Director of the Applicant Company filed on 2^nd April, 2014, 25^th July, 2014, 2^nd August, 2014, 12^th August, 2014 and 9^th September, 2014 in support of the Summons for Direction and further Affidavits of Mrs. Alkaben Shah, Mr. Narottamdas Shah, Mrs. Kokilaben Shah, Mr. Suresh Shah, Mrs. Manjuben M. Dharia all filed on 24^th July, 2014 respectively in support of the Summons for Direction, and the Exhibits therein referred to, IT

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IS ORDERED THAT:

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The convening and holding the meeting of Equity Shareholders of the Applicant Company, for the purpose of

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considering and, if thought fit, approving with or without modification, the proposed Scheme of Arrangement & Demerger between Remco Paper and Board Industries Private Limited, and Revival Paper Mill Private Limited, and their respective shareholders and creditors, is dispensed with in view of the averment made in paragraph no. 10 of the Affidavit dated 2^nd April, 2014, inter alia stating that there are twenty four (24) equity shareholders of the Applicant Company. The list of equity shareholders annexed at Exhibit ‘C’ to the said Affidavit, has wrongly mentioned the name of the shareholder at sr. nos. 19 and 20. However, one (1) equity shareholder Mr. Mangaldas Dharia is deceased. The Applicant Company states that his legal heirs have not been brought on record in respect of shares held by said Mr. Mangaldas Dharia. The Applicant Company undertakes to safeguard the rights of the legal heirs of the said deceased shareholder. Accordingly, there are 23 equity shareholders of the Applicant Company, as per the corrected list of equity shareholders being Exhibit A to the additional affidavit filed on 9^th September, 2014 and as mentioned in paragraph no. 4, it is clear that there are twenty three (23) equity shareholders including name

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of deceased equity shareholder. The original consents given by all the twenty two (22) equity shareholders are annexed as Exhibit D2 and D3 (jointly with deceased shareholder) to D18 and D21 to D24 are annexed to the Affidavit filed on 2^nd April, 2014 and D25 annexed to the additional affidavit filed on 9^th September, 2014 in support of the Company Summons for Direction.

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The meeting of the Secured Creditors of the Applicant Company be convened and held at its registered office at S/5, Vijayshree Apartment, Tatya Gharpurepath, Opposite Mangalwadi, Girgaon, Mumbai – 400 004 on Monday, 17^th November, 2014 at 11 a.m. for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed Scheme of Arrangement & Demerger between Remco Paper and Board Industries Private Limited, and Revival Paper Mill Private Limited, and their respective shareholders and creditors.

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The meeting of the Unsecured Creditors of the Applicant Company be convened and held at its registered office at S/5, Vijayshree Apartment, Tatya Gharpurepath, Opposite Mangalwadi, Girgaon, Mumbai – 400 004 on Monday, 17^th

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November, 2014 at 12:30 p.m. for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed Scheme of Arrangement & Demerger between Remco Paper and Board Industries Private Limited, and Revival Paper Mill Private Limited, and their respective shareholders and creditors.

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That at least 21 clear days before the said Meeting of the Secured and Unsecured Creditors of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place, day, date and time aforesaid, together with a copy of the Scheme of Arrangement & Demerger, a copy of the Explanatory Statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed Form of Proxy, shall be sent by R.P.A.D/Air Mail/Speed Post addressed to each of the Secured and Unsecured Creditors of the Applicant Company at their respective registered and/or last known addresses as per records of the Applicant Company.

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That at least 21 clear days before the meeting of the Secured and Unsecured Creditors of the Applicant Company to be held as aforesaid, a notice convening the

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said Meeting, at the place, day, date and time of meeting and stating that copies of the Scheme of Arrangement & Demerger and the explanatory statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and the 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, VND & Associates having their office at 607, Dalamal Towers, Free Press Journal Marg, Nariman Point, Mumbai – 400 021, shall be published in two local newspapers i.e. “Free Press Journal” in English language and translation thereof in “Navshakti” in Marathi Language, both having circulation in Mumbai.

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Publication of Notice of date of Meeting of the Secured and Unsecured Creditors of the Applicant Company as mentioned hereinabove in the Government Gazette is dispensed with.

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That the setting and approving of the Form of Advertisement, Form of Proxy, the Form of Notice, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany

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the notice to be issued to all the Secured and Unsecured Creditors of the Applicant Company by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes with respect to the meeting of Secured and Unsecured Creditors to:

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a) issue Notice convening meeting as per Form No. 36 (Rule 73);

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b) issue Form of Proxy as per Form No. 37 (Rule 73); and

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c) advertise the Notice convening meeting as per Form No. 38 (Rule 74)

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

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The said undertaking given by the Applicant Company is accepted.

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That Mr. Sunny P. Dharia, Director of the Applicant Company, and failing him, Mr. Paresh M. Dharia, Managing Director of the Applicant Company, and failing him Mr. Kunal Dharia, equity shareholder of the Applicant Company shall be the Chairman of the meeting of the Secured and Unsecured Creditors to be held at S/5,

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Vijayshree Apartment, Tatya Gharpurepath, Opposite Mangalwadi, Girgaon, Mumbai – 400 004 on Monday, 17^th November, 2014 at 11 a.m. and 12:30 p.m. respectively or any adjournment or adjournments thereof.

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That the Chairman appointed for the aforesaid Meetings to issue the advertisement and send notices of the Meetings to the Secured and Unsecured Creditors as referred to hereinabove. The said Chairman shall have all powers as per the Articles of Association and also under the Companies (Court) Rules, 1959 in relation to the conduct of the meetings, including for deciding any procedural questions that may arise at the meeting or adjournment or adjournments or to the Scheme of Arrangement & Demerger or resolution or resolutions, if any, proposed at the meeting by any person(s) and to ascertain the decision or the sense of meeting by a poll.

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That the quorum for the aforesaid meeting of the secured creditors shall be two secured creditors, present in person and/or through proxy and/or through authorized representative.

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That the quorum for the aforesaid meeting of the unsecured creditors shall be ten unsecured creditors present in person and/or proxy and/or authorized representative.

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That voting by proxy or authorized representative in case of body corporate be permitted, provided that a proxy in the prescribed form/authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at S/5, Vijayshree Apartment, Tatya Gharpurepath, Opposite Mangalwadi, Girgaon, Mumbai – 400 004, not later than 48 hours before the aforesaid meeting as required under Rule 70 of Companies (Court) Rules, 1959.

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That the number and value of secured 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.

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That the Chairman to file an affidavit not less than seven days before the date fixed for the holding of the meeting of secured and unsecured creditors of the Applicant company

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and do report this court that the direction regarding the issue of notices and the advertisement have been duly complied with.

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That the Chairman of Meeting of the Secured and Unsecured Creditors of the Applicant Company do report to this Court, the result of the meeting within thirty days of the conclusion of the meeting of the Secured and Unsecured Creditors, and the said reports shall be verified by his Affidavit.

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That in view of the averments made in paragraph 7 of the Affidavit dated 24^th July, 2014, in support of the Company Summons for Direction inter alia stating that the Scheme does not involve diminishing of liabilities in respect of unpaid share capital or payment to any shareholder of any paid up capital and does not affect the interest of the creditors of the Applicant Company and that the Applicant undertakes to pass a Special Resolution under Sections 100 to 104 of the Companies Act, 1956 in the Extra Ordinary General Meeting of its Equity Shareholders for approving the reduction of share capital and the same shall be annexed to the Company Scheme Petition. The said

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undertaking is accepted. In view thereof the procedure prescribed under Section 101(2) of the Companies Act, 1956 is dispensed with.

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(S.J. Kathawalla, J.)

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Remco Paper and Board Industries v. -

Case brief

What is this about?

What did the court decide?

Remco Paper and Board Industries v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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Statutes considered

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