Allowed

Wimco Limited v. -

Bombay HC10 Apr 2014CSP/76/2014

Case brief

AI extract

What is this about?

High Court of Bombay disposed of objections filed by shareholders against a Scheme of Arrangement in an application under Sections 391-394 of the Companies Act, 1956. The court held the objections lacked substance due to procedural irregularities and limited their grounds to personal grievances unrelated to the scheme.

What did the court decide?

Objections were disposed of; Scheme proceeds.

What the court decided

AI extract

¶1

11CSP76-2014.DOC

¶2

Vishal

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.76 OF 2014

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.777 OF 2013

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In the matter of the Companies Act,
1956.

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And

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In the matter of Sections 391 to 394 read
with Sections 78, 80, 100 to 103 of the
Companies Act, 1956.

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And

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In the matter of Wimco Limited, an
existing company within the meaning of
the Companies Act, 1956.

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And

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Wimco Limited Vs - — Company and Corporate | Bombay HC (2014)

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Mr. Gaurav Joshi,Sr. Advocate a/w. Mr.D.D. Juvekar i/b. M/s.
Khaitan & Co. for the Petitioner.
Mr. C.J.Joy for the Respondents.
Mr. K.C.Jogidasani in person Objector.
Mr. Vikas Goenka, Objector.

¶20

1.An objection has been taken to Company Scheme Petition
No.76 of 2014 by one Kirit Kumar Charandas Jogidasani. It seems
that Mr. Jogidasani was one of those who attended the Court-
convened meeting of equity shareholders of the petitioner
Company held on 27th December 2013. At that time, he held 25
equity shares. He voted in favour of the Scheme.

¶21

2.Mr. Jogidasani’s objection today seems to be that at an earlier
point in time he had applied for certain right shares of the
petitioner Company. He was informed that his application could
not be accepted for want of signature of the first holder. In any
event, this is no reason now to object to the present Scheme,
especially since the same objector has already at a properly
convened Court-ordered meeting voted in favour of it.

¶22

3.A handwritten unsigned application is one that I would not
normally have considered. Even a party in person is required to
adhere to certain basic norms and procedures. It is not open to any
party to simply put a scrap of paper before the Court and expect
that the Court will act on it. The application may be handwritten;
there is no difficulty with this. But at the very least, it requires to be
signed, dated and properly affirmed. Both the provisions of the
Code of Civil Procedure, 1908 and our High Court (Original Side)
Rules as also all rules that applicable to the Company Court are
explicit and unambiguous in this regard. If I make an exception
today, I do so this once, and only on account of the objector’s age
and the fact he is personally present in the Court.

¶25

4.There is no merit in the objection whatsoever. It is quite clear
from the handwritten document dated 10th April 2014 as also the
document dated 4th April 2014, that the only ground for objection
is that the objector was not given the rights shares for which he had
applied.

¶26

5.There is a second objection filed by one Mr. Vikas
Vishwanath Goenka, a caveator who appears in person. Before I
deal with his objection, I must note that Mr. Goenka’s conduct is
such as to now make it imperative that the High Courts Rules
relating to the appearance of the parties in person be applied with
the utmost rigidity. Mr. Goenka seems to believe that he has some
supervening right unavailable to any other party to file in this Court
sheets of paper that are almost illegible, full of deletions, scoring
out, and corrections; that are, too, unauthenticated and not
affirmed or verified in any manner whatever. Directions by registry
officers are ignored. It is only as recently as this morning that Mr.
Goenka has finally condescended to file a five-line affidavit. This
affidavit says absolutely nothing. It purports to reaffirm the
previously unverified statement that Mr. Goenka forced the
Registry to take on record. That statement is dated 7th April 2014.
That statement only asks for necessary orders.

¶31

nonetheless heard him today at some length. Mr. Vikas Goenka, one
Shanta Goenka and one Vishwanath Goenka were among those who
attended the Court-convened meeting of the petitioner Company
on 27th December 2013. Vikas Goenka and Vishwanath Goenka
hold 100 equity shares of Rs. 1/- each. Shanta Goenka holds 1150
equity shares as per the Company’s records. Mr. Goenka disputes
this. He says Shanta Goenka holds fewer shares i.e., 1120. I fail to
see how this is in any way to the advantage Mr. Goenka or Mrs.
Shanta Goenka. The Company has stated that Mrs. Goenka holding
has shares more than she now claims. This can only be to her
advantage and not to her detriment. How this could possibly be an
objection is something that I am unable to understand. It seems that
at the meeting, all three Goenkas voted against the Scheme. Mrs.
Goenka cast 1120 votes against though she could have cast another
30 votes. That she chose not to do so is irrelevant.

¶32

8.If Mr. Vikas Goenka’s complaint is that Mrs. Goenka has a
smaller shareholding than what is shown by the Company, the
remedies lie elsewhere. A meeting under the Scheme is not an
appropriate forum for this debate. In any case as I have noted,
nothing turns on this.

¶33

9.Mr. Goenka states that ITC Limited, of which the petitioner,
Wimco Limited, is a 98.21 % subsidiary, uses some of the premises
of Wimco Limted in different parts of the Country. There is
nothing terrible suspicious about this since it has been disclosed. In
any case, ITC Limited pays Wimco Limited licence fees or lease
rental for the use of these premises, some of which are said to be of
substantial area.

¶36

10.The final submission by Mr. Goenka is that he has not been
given complete inspection. This is disputed not only by Mr. Joshi,
learned senior advocate for the petitioner Company, but also by the
Registry. Mr. Goenka has taken inspection in the Registry and that
too over several days making copious notes. He has demanded all
manner of documents, such as copies of lease agreement etc. He is
not entitled as a matter of right to these.

¶37

11.This leads me back to first point. All the objections that I
have discussed are on the basis of what Mr. Goyenka said in Court.
None of this, of course, is thought to be necessary to set on a
properly affirmed and verified affidavit. That not having been done,
the Company has had no adequate opportunity to respond to these
objections.

¶38

12.There is no substance to the objections. The objections are
disposed of with these observations. Minutes of the order on
petition to be drawn up accordingly as the Regional Director is
satisfied with the provisions made by the petitioner.

Wimco Limited v. -

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