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IN THE MATTER OF: JINDAL PIPES LIMITED & OTHERS

High Court of Judicature at Allahabad

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In The Matter Of: Jindal Pipes Limited & Others - COMPANY APPLICATION No. 6 of 2007 [2007] RD-AH 10139 (25 May 2007)

 

This is an UNCERTIFIED copy for information/reference. For authentic copy please refer to certified copy only. In case of any mistake, please bring it to the notice of Joint Registrar(Copying).

HIGH COURT OF JUDICATURE OF ALLAHABAD

Reserved

Company Application No. 6 of 2007

In the matter of the Companies Act, 1956

And in the matter of

An application under Sections 391 of the Companies Act, 1956

And in the matter of

Scheme of Arrangement between-

JINDAL PIPES LIMITED, an existing Company under the Companies Act, 1956 and having its Registered Office at 22nd Mile, Delhi-Hapur Road, P.O. Jindal Nagar, Ghaziabad - 201302, Uttar Pradesh.

               ..................Transferor Company / Applicant Company No.1.

And

ODD & EVEN TRADES & FINANCE PRIVATE LIMITED, an existing Company under the Companies Act, 1956 and having its Registered Office at B-208, Ramprastha, P.O. Chandernagar, Ghaziabad-201011.

         .....................Transferee Company/ Applicant Company No.2.

Hon. S.P. Mehrotra, J.

The present Company Application by summons as provided in Rule 67 of the Companies (Court) Rules, 1959 has been filed under Section 391 of the Companies Act, 1956 by the following Companies (hereinafter also referred to as "the Applicants/Companies"):

1. JINDAL PIPES LIMITED, having its Registered Office at 22nd Mile, Delhi-Hapur Road, P.O. Jindal Nagar, Ghaziabad - 201302, Uttar Pradesh (hereinafter also referred to as "the Transferor Company" or "the Applicant-Company No.1").

2. ODD & EVEN TRADES & FINANCE PRIVATE LIMITED, having its Registered Office at B-208, Ramprastha, P.O. Chandernagar, Ghaziabad-201011 (hereinafter also referred to as "the Transferee Company" or "the Applicant-Company No.2").

The Company Application is supported by an Affidavit of Umesh Agrawal, stated to be the Company Secretary of the Transferor Company, sworn on 16.4.2007. The said affidavit appears at page 11 of the Paper Book of the Company Application.

The Company Application is further supported by an affidavit of Arvind Gupta, stated to be the Director of the Transferee Company, sworn on 16.4.2007. The said affidavit appears at page 13 of the Paper Book of the Company Application.

An affidavit of the said Umesh Agrawal, stated to be the Company Secretary of the Transferor Company has been filed in support of summons. The said affidavit appears at page 17 of the Paper Book of the Company Application.

As there were certain deficiencies in the said affidavit of Umesh Agrawal, filed in support of summons, a fresh affidavit, sworn by the said Umesh Agrawal on 20.5.2007, has been filed on 21.5.2007 in support of summons alongwith Civil Misc. Application No......of 2007.  The said affidavit has hereinafter been also referred to as "the fresh affidavit of Umesh Agrawal in support of summons".

Further, an affidavit of Arvind Gupta, stated to be the Director of the Transferee Company has been filed in support of summons. The said affidavit appears at page 23 of the Paper Book of the Company Application.

As there were certain deficiencies in the said affidavit of Arvind Gupta, filed in support of summons, a fresh affidavit, sworn by the said Arvind Gupta on 20.5.2007, has been filed on 21.5.2007 in support of summons alongwith Civil Misc. Application No.....of 2007. The said affidavit has hereinafter been also referred to as "the fresh affidavit of Arvind Gupta in support of summons".

On 19.4.2007, the Court passed the following order on the Company Application:

"On prayer made by Sri K.K.Arora, learned counsel for the Applicant-Companies , the case is directed to be put-up as fresh on 23.4.2007 so as to enable Sri Arora to file list of Creditors of the Transferor -Company with relevant details in regard to such creditors as well as  Affidavits of Individual shareholders of the Transferor Company, and Affidavits of Individual share-holders of the Transferee -Company containing their no -objection for holding respective meetings of the shareholders of the Transferor -Company, and the share-holders of the Transferee -Company, and also their consent to the proposed Scheme of Arrangement.

Copy of this order will be supplied to the learned counsel for the Applicant -Companies on payment of usual charges,  today."

Pursuant to the said order dated 19.4.2007, an affidavit, sworn on 23.4.2007 by the said Umesh Agrawal, stated to be the Company Secretary of the Transferor Company, has been filed.

It appears that a Scheme of Arrangement under Section 391/394 of the Companies Act, 1956 is proposed between the Transferor Company and the Transferee Company and their respective Shareholders and Creditors.

Copy of the said proposed Scheme of Arrangement has been filed as Exhibit -A on the record, and appears at page 29 of the Paper Book of the Company Application.

As regards the Transferor Company (JINDAL PIPES LIMITED), it is, interalia, stated in the said fresh affidavit of Umesh Agrawal filed in support of summons that the Transferor Company is an existing Public Limited Company incorporated under the Companies Act, 1956.

It is, interalia, further stated in the said affidavit that the Transferor Company was originally incorporated as a Private Limited Company with the Registrar of Companies, Delhi on 7.5.1970 by the name and style of "Jindal Pipes Private Limited"; and that the name of the Transferor Company was changed from "Jindal Pipes Private Limited" to its present name "Jindal Pipes Limited" vide fresh Certificate of Incorporation issued by the Registrar of Companies, Delhi on 22.4.1981.

It is, interalia, further stated in the said affidavit  that the Transferor Company changed its Registered Office from National  Capital Territory of Delhi to the State of Uttar Pradesh vide Company Law Board, Northern Region Bench Order dated 31.5.1996, which was duly registered by the Registrar of Companies, Uttar Pradesh at Kanpur on 6.9.1996; and that the Registered Office of the Transferor Company at present is situated at 22nd Mile, Delhi-Hapur Road, P.O. Jindal Nagar, Ghaziabad-201302, Uttar Pradesh.

It is, interalia, further stated in the said affidavit that the share capital structure of the Transferor Company as at March 31, 2006 was as under:

Particulars

(Amount in Rs.)

As on March 31, 2006

Authorised Capital

3,00,00,000 Equity Shares of Rs. 10/- each

30,00,00,000

Total

30,00,00,000

Issued, Subscribed and Paid-up

1,87,45,200 Equity Shares of Rs. 10/- each

18,74,52,000

Total

18,74,52,000

It is, interalia, further stated  in the said affidavit that there has been no change in the above capital structure of the Transferor Company till the date of filing of the present Company Application.

Copy of the latest audited Balance Sheet of the Transferor Company as on March 31, 2006 has been filed as Exhibit-F on the record, and appears at page 156 of the Paper Book of the Company Application.

The Main Objects of the Transferor Company as set out in its Memorandum  of Association are reproduced in paragraph 4 of the said affidavit.

Copy of the Memorandum and Articles of Association of the Transferor Company has been filed as Exhibit-B on the record, and appears at page 51 of the Paper Book of the Company Application.

It is, interalia, stated in paragraph 5 of the said affidavit that the Transferor Company through its Pipe Division is presently engaged in various businesses as mentioned in the said paragraph 5 of the said affidavit.

The circumstances, reasons and grounds that have necessitated and /or justify the said Scheme of Arrangement are mentioned in paragraph 6 of the said affidavit.

From the averments made in paragraph 6 of the said affidavit, it appears that the proposed Scheme of Arrangement has been approved by the Board of Directors of the Transferor Company. Copy of the Resolution passed at the meeting of the Board of Directors of the Transferor Company has been filed as Exhibit-D on the record, and appears at page 152 of the Paper Book of the Company Application.

As regards the Equity Shareholders of the Transferor Company,  a List of the Equity Shareholders of the Transferor Company has been filed as Exhibit-H on the record, and appears at page 222 of the Paper Book of the Company Application.

A perusal of the said List of the Equity Shareholders of the Transferor Company shows that there are 11 Shareholders of the Transferor Company.

It is, interalia, stated in paragraph 9 of the said affidavit that all the aforesaid Equity Shareholders of the Transferor Company have given their approval to the Scheme of Arrangement and for waiving off the requirement of convening, holding and conducting the meeting of the Equity Shareholders.

A perusal of the list of Equity Shareholders appearing at page 222 of the Paper Book of the Company Application shows that the shareholders shown at Sl.Nos. 1,2,7,8,9,10 and 11 in the said List are Companies.

The said Shareholders have given their respective no-objection letters alongwith their respective Board Resolutions, which have been filed as part of Exhibit-I on the record, and appear at pages (223 and 224), (225 and 226), (231 and 232), (233 and 234), (235 and 236), (237 and 238) and (238 and 239), respectively of the Paper Book of the Company Application.

As regards the remaining four Shareholders appearing at Sl.Nos. 3,4,5 and 6 in the said List appearing at page 222 of the Paper Book of the Company Application, the said Shareholders are individual Shareholders. The said Shareholders have also given their no-objection letters, which have been filed as part of Exhibit-I on the record, and appear at pages 227,228,229 and 230, respectively of the Paper Book of the Company Application.

The said four individual Shareholders of the Transferor Company have further filed their respective affidavits containing their consent to the proposed Scheme of Arrangement and their no-objection to the dispensing with the requirement of holding the meeting of the Equity Shareholders of the Transferor Company. The said affidavits have been filed as Annexures B1, B2, B3 and B4 to the affidavit, sworn on 23.4.2007, filed pursuant to the order dated 19.4.2007, and appear at pages 14,16,20 and 18, respectively of the Paper Book of the said affidavit, sworn on 23.4.2007.

It is, interalia, prayed in the Company Application (at page 10 of the Paper Book) that the requirement for convening, holding and conducting the meeting of the Equity Shareholders of the Transferor Company be dispensed with.

As regards the Creditors of the Transferor Company, a List of the Creditors of the Transferor Company including the Contingent Creditors, the Secured Creditors and the Unsecured Creditors, has been filed as Annexure-A to the aforesaid affidavit, sworn on 23.4.2007, filed pursuant to the order dated 19.4.2007, and appears at pages 4 to 13 of the Paper Book of the said affidavit, sworn on 23.4.2007.

It is, interalia, stated in paragraph 10 of the said fresh affidavit of Umesh Agrawal, filed in support of summons, that it is necessary that the meeting of the Creditors of the Transferor Company be called to consider and approve the proposed Scheme of Arrangement. It is further suggested in the said paragraph 10 of the said fresh affidavit of Umesh Agrawal, filed in support of summons, that the meeting of the Creditors of the value of Rs. two lacs and above of the Transferor Company be held.

Prayer in this regard has been made in the said fresh affidavit of Umesh Agrawal as well as in the Company Application (at page 10 of the Company Application).

As regards the Transferee Company (ODD & EVEN TRADES & FINANCE PRIVATE LIMITED), it is, interalia, stated in the said fresh affidavit of Arvind Gupta, filed in support of summons that the Transferee Company is an existing Private Limited Company incorporated under provisions of the Companies Act, 1956 with the Registrar of Companies, West Bengal on 13.7.1990.

It is, interalia, further stated in the said affidavit  that the  Registered Office of the Transferee Company has since been shifted from the State of West Bengal to the State of Uttar Pradesh vide Company Law Board, Eastern Region Bench Order dated 19.12.2006, which was duly registered by the Registrar of Companies, Kanpur on 13.2.2007; and that the Registered Office of the Transferee Company at present is situated at B-208, Ramprastha, P.O. Chandernagar, Ghaziabad-201011, Uttar Pradesh.

It is, interalia, further stated in the said affidavit that the share capital structure of the Transferee Company as at March 31, 2006 was as under:

Particulars

(Amount in Rs.)

As on March 31, 2006

Authorised Capital

5,00,000 Equity Shares of Rs. 10/- each

50,00,000

Total

50,00,000

Issued, Subscribed and Paid-up

4,58,700 Equity Shares of Rs. 10/- each

45,87,000

Total

45,87,000

It is, interalia, further stated  in the said affidavit that there has been no change in the above capital structure of the Transferee Company till the date of filing of the present Company Application.

Copy of the latest audited Balance Sheet of the Transferee Company as on March 31, 2006 has been filed as Exhibit-G on the record, and appears at page 197 of the Paper Book of the Company Application.

The Main Objects of the Transferee Company as set out in its Memorandum of Association are reproduced in paragraph 4 of the said affidavit.

Copy of the Memorandum and Articles of Association of the Transferee Company  has been filed as Exhibit-C on the record, and appears at page 133 of the Paper Book of the Company Application.

It is, interalia, stated in paragraph 5 of the said affidavit that the Transferee Company is presently engaged in the business of investment in securities.

The circumstances, reasons and grounds that have necessitated and /or justify the said Scheme of Arrangement are mentioned in paragraph 6 of the said affidavit.

From the averments made in paragraph 6 of the said affidavit, it appears that the proposed Scheme of Arrangement has been approved by the Board of Directors of the Transferee Company. Copy of the Resolution passed at the meeting of the Board of Directors of the Transferee Company has been filed as Exhibit-E on the record, and appears at page 154 of the Paper Book of the Company Application.

As regards the Equity Shareholders of the Transferee Company , a  List of the Equity Shareholders of the Transferee Company has been filed as Annexure-J on the record, and appears at page 240 of the Paper Book of the Company Application.

A perusal of the said List of the Equity Shareholders of the Transferee Company shows that there are 13 Shareholders of the Transferee Company.

It is, interalia, stated in paragraph 9 of the said affidavit that all the aforesaid Equity Shareholders of the Transferee Company have given their approval to the Scheme of Arrangement and for waiving off the requirement of convening, holding and conducting the meeting of the Equity Shareholders.

A perusal of the list of the Equity Shareholders appearing at page 240 of the Paper Book of the Company Application shows that the shareholders shown at Sl.Nos. 1,2,and 3 in the said List are Companies.

The said Shareholders have given their respective no-objection letters alongwith their respective Board Resolutions, which have been filed as part of Exhibit-K on the record, and appears at pages  (241 and 242), (243 and 244), and (245 and 246), respectively of the Paper Book of the Company Application.

As regards the remaining ten Shareholders appearing at Sl.Nos. 4,5,6,7,8,9,10,11,12 and 13 in the said List appearing at page 240 of the Paper Book of the Company Application, the said Shareholders are individual Shareholders. The said Shareholders have also given their no-objection letters which have been filed as part of Exhibit-K on the record, and appear at pages 247,248,249,250,251,252,253,254,255 and 256, respectively of the Paper Book of the Company Application.

The said ten individual Shareholders of the Transferee Company have further filed their respective affidavits containing their consent to the proposed Scheme of Arrangement and their no-objection to the dispensing with the requirement of holding the meeting of the Equity Shareholders of the Transferee Company. The said affidavits have been filed as Annexures C1, C2, C3, C4, C5,C6,C7,C8,C9 and C10, respectively to the said affidavit, sworn on 23.4.2007, filed pursuant to the order dated 19.4.2007, and appear at pages 22,24,26,28,30,32,36,34,38 and 41, respectively of the Paper Book of the said affidavit, sworn on 23.4.2007.

It is, interalia, prayed in the said fresh affidavit of Arvind Gupta, filed in support of summons,  as well as in the Company Application (at page 10 of the Paper Book) that the requirement for convening, holding and conducting the meeting of the Equity Shareholders of the Transferee Company be dispensed with.

As regards the Creditors of the Transferee Company , a List of the Creditors of the Transferee Company has been filed as Exhibit-L on the record and appears at pages 257 of the Paper Book of the Company Application.

A perusal of the said List of the Creditors of the Transferee Company shows that there is only one Creditor of the Transferee Company, namely Sudha Apparels Limited.

It is, interalia, stated in paragraph 10 of the said fresh affidavit of Arvind Gupta, filed in support of summons, that all the Creditors of the Transferee Company have given their approval to the Scheme of Arrangement and waiving off the requirement of  convening the meeting of the Creditors.

In fact, as noted above, there is only one Creditor of the Transferee Company. The said Creditor has given its no-objection alongwith its Board Resolution, which have been filed as part of Exhibit-M, and appear at pages 258 and 259 of the Paper Book of the Company Application.

It is, interalia, prayed in the said fresh affidavit of Arvind Gupta, filed in support of summons, as well as in the Company Application (at page 10 of the Paper Book of the Company Application) that the requirement for convening, holding and conducting the meeting of the Creditors of the Transferee Company be dispensed with.

 

I have heard S/Shri K.K. Arora and Ashok Chhabra, learned counsel for the Applicants/ Companies, and perused the record.

It is submitted by the learned counsel for the Applicants/Companies  that in view of the facts disclosed in the Company Application and the various Affidavits filed on the record, the prayers made by the Applicants/ Companies deserve to be granted.

I have considered the submissions made by learned counsel for the  Applicants/ Companies.

Let us first take-up the case of the Transferor Company (JINDAL PIPES LIMITED):

As regards convening of the meeting of the Shareholders/ Members of the  Transferor Company, it is evident from the above narration of facts that all the 11 Shareholders/ Members of the Transferor Company have given their no-objections to the proposed Scheme of Arrangement as well as to the waiver of the meeting of the Shareholders/ Members of the Transferor Company for consideration of the proposed Scheme of Arrangement.

In view of the facts and circumstances stated above, particularly in view of the fact that all the 11 Shareholders/ Members of the Transferor Company have given their no-objections to the proposed Scheme of Arrangement, as well as to the waiver of the meeting of the Shareholders/ Members of the Transferor Company for consideration of the proposed Scheme of Arrangement, I am of the opinion that it is not necessary to call the meeting of the Shareholders/ Members of the Transferor Company for consideration of the proposed Scheme of Arrangement, as per the requirements of Section 391(1) and (2) read with Section 393 of the Companies Act, 1956.

In the circumstances, the requirement for holding the meeting of the Shareholders/ Members of the Transferor Company  for consideration of the proposed Scheme of Arrangement, as per the requirements of Section 391(1) and (2) read with Section 393 of the Companies Act, 1956 is dispensed with.

As regards convening of the meeting of the Creditors of the Transferor Company, it is evident from the averments made in paragraph 10 of the fresh affidavit of Umesh Agrawal filed in support of summons, and the prayer made in the said affidavit as also the prayer made in the Company Application (at page 10 of the Paper Book of the Company Application) that the Aplicants/ Companies have prayed for convening, holding and conducting the meeting of the Creditors of the value of Rs. 2 lacs and above of the Transferor Company.

It is submitted by the learned counsel for the Applicants/ Companies that the Creditors of the value of below Rs. 2 lacs are in the category of Unsecured Creditors and constitute only 0.39% of the total liability of the Transferor Company and, therefore, the requirement for giving individual notices to these Creditors be dispensed with. It is further submitted that these Creditors will get notice of the meeting through  publication of notice of the meeting in the Newspapers, and it will be open to them to participate in the meeting.

I have considered the submissions made by the learned counsel for the Applicants/ Companies, and I find myself unable to accept the same.

A perusal of the List of the Unsecured Creditors of the value below Rs. 2 lacs appearing at pages 8 to 13 of the Paper Book of the affidavit, sworn on 23.4.2007, filed pursuant to the order dated 19.4.2007, shows that such Unsecured Creditors are in large number, and they reside at different places throughout the country. Dispensing with the requirement of giving individual notices to such Unsecured Creditors may cause prejudice to their interest. The mere fact that they are Unsecured Creditors of the value below Rs. 2 lacs or that they constitute only 0.39% of the total liability of the Transferor Company, cannot be a ground for dispensing with individual notices to them as per the requirements of law.

Therefore, the prayer made by the learned counsel for the Applicants/ Companies for dispensing with the requirement of giving individual notices to the Creditors of the value below Rs. 2 lacs, is rejected.

In view of the facts and circumstances stated above, and in view of the prayer made in the said fresh affidavit of Umesh Agrawal, filed in support of summons, as also the prayer made in the Company Application (at page 10 of the Paper Book of the Company Application), I am of the opinion that it is necessary to convene the meeting of the Creditors of the Transferor Company, as per the requirements of Section 391(1) and (2) read with Section 393 of the Companies Act, 1956.

Let us now take-up the case of the Transferee Company (ODD & EVEN TRADES & FINANCE PRIVATE LIMITED).

As regards convening of the meeting of the Shareholders/ Members of the Transferee Company, it is evident from the above narration of facts that all the 13 Shareholders/Members of the Transferee Company have given their no-objections to the proposed Scheme of Arrangement as well as to the waiver of the meeting of the  Shareholders/ Members of the Transferee Company for consideration of the proposed Scheme of Arrangement.

In view of the facts and circumstances stated above, particularly in view of the fact that all the 13 Shareholders/ Members of the Transferee Company have given their no-objections to the proposed Scheme of Arrangement, as well as to the waiver of the meeting of the Shareholders/ Members of the Transferee Company for consideration of the proposed Scheme of Arrangement, I am of the opinion that it is not necessary to call the meeting of the Shareholders/ Members of the Transferee Company for consideration of the proposed Scheme of Arrangement, as per the  requirements of Section 391(1) and (2) read with Section 393 of the Companies Act, 1956.

In the circumstances, the requirement for holding the meeting of the Shareholders/Members of the Transferee Company for consideration of the proposed Scheme of Arrangement,  as per the requirements of Section 391(1) and (2) read with Section 393 of the Companies Act, 1956 is dispensed with.

As regards the convening of the Meeting of the Creditors of the Transferee Company,  it is evident from the above narration of the facts that there is only one Creditor of the Transferee Company, and the said Creditor has given its no-objection to the proposed Scheme of Arrangement as well as to the waiver of the meeting of the Creditors of the Transferee Company for consideration of the proposed Scheme of Arrangement.

In view of the facts and circumstances stated above, particularly in view of the fact that there is only one Creditor of the Transferee Company and the said Creditor has given its no-objection to the proposed Scheme of Arrangement, as well as to the waiver of the meeting of the Creditors of the Transferee Company for consideration of the proposed Scheme of Arrangement, I am of the opinion that it is not necessary to call the meeting of the creditors of the Transferee Company for consideration of the proposed Scheme of Arrangement, as per the requirements of Section 391(1) and (2) read with Section 393 of the Companies Act, 1956.

In the circumstances, the requirement for holding the meeting of the Creditors of the Transferee Company for consideration of the proposed Scheme of Arrangement, as per the requirements of Section 391(1) and (2) read with Section 393 of the Companies Act, 1956 is dispensed with.

In the circumstances, it is ordered as follows:

Upon the Joint application of the company JINDAL PIPES LIMITED (hereinafter referred to as "the Transferor Company") having its Registered Office at  22nd Mile, Delhi-Hapur Road, P.O. Jindal Nagar, Ghaziabad-201302 in the State of Uttar Pradesh and the company ODD & EVEN TRADES & FINANCE PRIVATE LIMITED (hereinafter referred to as "the Transferee Company") having its Registered Office at B-208, Ramprastha, P.O. Chandernagar, Ghaziabad-201011 in the State of Uttar Pradesh, by summons presented on the 17h  day of  April, 2007 seeking approval for the proposed scheme of arrangement of the Transferor Company with the Transferee Company, and upon hearing S/Shri K.K. Arora and Ashok Chhabra, Advocates, for the applicants, and upon reading the joint application, Exhibits thereto, and the affidavits in support thereof (Exhibit -A at page 29  being a  copy of the proposed scheme of arangement).

IT IS ORDERED

That for the purpose of considering, and if thought fit, for approving, with or without modification, the proposed scheme of arrangement, it is necessary to have meeting of the Creditors (including the Contingent Creditors, the Secured Creditors and the Unsecured Creditors) of the Transferor Company.

That meeting of the Creditors (including the Contingent Creditors, the Secured Creditors and the Unsecured Creditors) of the Transferor Company will be convened and held at the Registered Office of the Transferor Company (namely, 22nd Mile, Delhi-Hapur Road, P.O. Jindal Nagar, Ghaziabad-201302)  on 29th  day of June, 2007 (Friday) at 11.00 O'clock in the forenoon for the purpose of considering, and if thought fit, approving, with or without modifications, the proposed scheme of arrangement.

That at least 21 clear days before the day appointed for the meeting of the Transferor Company  to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with the copies of the said scheme and of the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956, and the prescribed form of proxy, shall be sent by pre-paid  letter post under certificate of posting, addressed to each of the  creditors (including Contingent Creditors, the Unsecured Creditors and the Secured Creditors) of the Transferor Company  at their respective registered or last known addresses.

That, in addition, at least 21 clear days before the day appointed for the meeting in respect of the Transferor Company, as aforesaid, advertisement convening the said meeting in respect of the Transferor Company, and stating that copies of the said scheme together with the copy of the statement required to be sent under section 393 of the Companies Act, 1956 and the prescribed form of proxy can be obtained free of  charge at the Registered Office of the Transferor Company, shall be published in the daily national newspapers, in English may be published in  Statesman published from Delhi in its Edition having circulation in the district Ghaziabad, and in Economic Times published from Delhi and in Hindi may be published in Dainik Jagran published from Ghaziabad.

That for the purposes of conducting the meeting of the  creditors (including the Contingent Creditors, the Unsecured Creditors and the Secured Creditors) of the Transferor Company , the Court hereby appoints Shri Sanjay Goswami (Mobile No. 9415324793), Advocate, as the Chairman  and appoints Shri Amit Manohar Sahai (Mobile No. 9415348777), Advocate as the alternate Chairman. The Chairman will be paid Rs. 40,000/- plus incidental expenses and the alternate Chairman will be paid Rs. 20,000/-  plus incidental expenses, in addition, the expenses of the journey and stay in respectable hotel being taken care of.

That the Chairman appointed for the meeting will issue the advertisements and send out the notices of the meeting referred to above.

That the quorum for the said  meeting of the  creditors (including the Contingent Creditors, the Unsecured Creditors and the Secured Creditors) of the Transferor Company  to be held as aforesaid shall be 50 by number and 65% by value  of the  creditors of the Transferor Company present either personally or by proxy.

That voting by proxy shall be permitted, provided that a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting, is filed with the Transferor Company at its Registered Office not later than 48 hours before the meeting.

That the value of each creditor (including the Contingent Creditor, the Unsecured Creditor and the Secured Creditor) shall be in accordance with the books of the Transferor Company and, where the entries in the books are disputed, the Chairman shall determine the value for purposes of the meeting.

AND IT IS FURTHER ORDERED that the Chairman will report to this Court the result of the said meeting within two weeks of the conclusion of the meeting, and the report shall be verified by his affidavit.

List for orders on  6.8.2007.

Dated : 25.5.2007

Safi

Company Judge


Copyright

Reproduced in accordance with s52(q) of the Copyright Act 1957 (India) from judis.nic.in, indiacode.nic.in and other Indian High Court Websites

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