Gujarat High Court
Investment vs Respondent(S) on 26 June, 2008
Gujarat High Court Case Information System
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COMA/369/2008 6/ 6 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 369 of 2008
=========================================================
INVESTMENT
& PRECISION CASTINGS LIMITED - Applicant(s)
Versus
.
- Respondent(s)
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Appearance
:
NANAVATI
ASSOCIATES for
Applicant(s) : 1,
None for Respondent(s) :
1,
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CORAM
:
HONOURABLE
MR.JUSTICE BANKIM.N.MEHTA
Date
: 26/06/2008
ORAL
ORDER
Upon the application of the Applicant Company abovenamed by Summons for Directions dated 24th June, 2008 and upon hearing Shri K.S.Nanavati, Learned Senior Counsel and Shri Nandish Chudgar,learned advocate for the Applicant Company and upon reading the Affidavit of Shri Vaibhav B. Tamboli, Director and Authorised Signatory of the Applicant Company filed on 24th June, 2008 and the Annexures therein referred to (Annexure ?SF?? being a copy of the proposed Scheme of Arrangement and Demerger), it is ordered,
1. That a meeting be convened and held of Equity Shareholders of Investment & Precision Castings Limited, the Applicant Company at Hotel NilamBaug Palace, Bhavnagar on Thursday, the 31st day of July, 2008 at 11:00 a.m. for the purpose of considering, and if thought fit, approving with or without modification, the arrangement embodied in the Scheme of Arrangement and Demerger between the Applicant Company and Tamboli Capital Limited.
2. That a meeting of the Unsecured Creditors of the Applicant Company shall be convened and held at Hotel NilamBaug Palace, Bhavnagar, Gujarat on Thursday, the 31st day of July, 2008 at 12:00 Noon or so soon after the conclusion of the meeting of the Equity Sharesholders for the purpose of considering, and if thought fit, approving with or without modification, the arrangement embodied in the Scheme of Arrangement and Demerger between the Applicant Company and Tamboli Capital Limited.
3. That the convening and holding of a meeting of the Secured Creditors of Investment & Precision Castings Limited, the Applicant Company to consider and if thought fit, to approve, with or without modification, the proposed Scheme of Arrangement and Demerger between Investment and Precision Castings Limited and Tamboli Capital Limited is dispensed with in view of the Applicant Company having only 2(two) Secured Creditors and both the Secured Creditors of the Applicant Company having given their approval and consent in writing to the proposed Scheme of Arrangement and Demerger, which are annexed as ?SAnnex I1?? and ?SAnnex I2?? to the Affidavit dated 24th day of June, 2008 of Shri Vaibhav B. Tamboli of the Applicant Company in support of the Summons for Directions.
4. That in view of the averments made by the Applicant Company in the Affidavit dated 24th June, 2008 of Shri Vaibhav B.Tamboli, Director and Authorised Signatory of the Applicant Company, in support of the Summons for Directions, the procedure and provisions of sub-section(2) of Section 101 of the Companies Act, 1956 shall not apply and shall not have effect.
5. That at least 21(twenty-one) clear days before the meeting of the Equity Shareholders and Unsecured Creditors of the Applicant Company, an advertisement convening the same and stating that copies of the said arrangement embodied in the Scheme of Arrangement and Demerger, and of the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and the prescribed form(s) of proxy can be obtained free of charge at the Registered Office of the Applicant Company or at the office of its Advocate, be inserted once each in ?SThe Times of India??, Ahmedabad edition in English and ?SGujarat Samachar?? Ahmedabad and Bhavnagar edition, in Gujarati, both newspapers circulating in Ahmedabad and that the publication of the notice of the said meeting in the Government Gazette is dispensed with.
6. That in addition at least 21(twenty one) clear days before the said meeting of the Equity Shareholders to be held as aforesaid, notices convening the said meeting at the place and time aforesaid, together with a copy of the said Scheme of Arrangement and Demerger, a copy of the statement required to be sent under Section 393 of the Companies Act, 1956, and the form of proxy, shall be sent by post under Certificate of posting addressed to each of the Equity Shareholder of the Applicant Company at their respective registered or last known address.
7. That in addition at least 21(twenty one) clear days before the said meeting of the Unsecured Creditors to be held as aforesaid, notices convening the said meeting at the place and time aforesaid, together with a copy of the said Scheme of Arrangement and Demerger, a copy of the statement required to be sent under Section 393 of the Companies Act, 1956, and the form of proxy, shall be sent by post under Certificate of posting addressed to each of the Unsecured Creditor of the Applicant Company at their respective registered or last known address.
8. That Shri P.S.Shenoy, Ex-CMD, Bank of Baroda and in his absence Dr.Shri Abhinandan K. Jain, Prof. IIM, Ahmedabad both Independent Directors of the Applicant Company, shall be the Chairman of the said meetings of the Equity Shareholders to be held on Thursday, the 31st Day of July 2008 at 11:00 A.M. and Unsecured Creditors at on same day at 12:00 Noon or so soon after the conclusion of the meeting of the Equity Shareholders as aforesaid or any adjournment or adjournments thereof.
9. That the Chairman appointed for the said meeting of the Equity Shareholders and Unsecured Creditors do issue the advertisements and sent out the notices of the meeting as referred to above.
10. That the quorum for the said meeting of the Equity Shareholders shall be 5(five) Equity shareholders present in person or by proxy.
11. That the quorum for the said meeting of the Unsecured Creditors shall be 5(five) Unsecured creditors present in person or by proxy.
12. That voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the person entitled to attend and vote at the aforesaid meetings or by his authorised representative, is filed with the Applicant Company at its Registered Office at Nari Road, Bhavnagar- 364 006, Gujarat, not later than 48 hours before the time fixed for the relevant meetings of both the Equity Shareholders and Unsecured Creditors.
13. That the outstanding claim of each of the Unsecured Creditors shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman of the meeting of Unsecured Creditors shall determine such value for the purposes of the meeting and his decision in that behalf shall be final.
14. That the Chairman of the aforesaid meetings do report the result of the said meetings of Equity Shareholders and Unsecured Creditors to this Hon'ble Court, within 14(fourteen) days of the conclusion of the said meetings and the said reports shall be verified by his Affidavit. The application is accordingly disposed of.
(Bankim N. Mehta, J.) sudhir Top