High Court of Rajasthan
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M/S ACE LABORATORIES LIMITED v ========= - COAP Case No. 4 of 2006  RD-RJ 1298 (26 May 2006)
IN THE HIGH COURT OF JUDICATURE FOR RAJASTHAN AT
JAIPUR BENCH JAIPUR.
S.B. Company Application No. 04 of 2006
IN THE MATTER OF THE COMPANIES ACT 1956
IN THE MATTER OF SECTION 391 AND SECTION 393OF THE COMPANIES ACT 1956
IN THE MATTER OF SCHEME OF COMPROMISE
WITH THE SECURED CREDITORS.
PAAM PHARMACEUTICALS (DELHI) LIMITED
Date of Order : May 26, 2006
HON'BLE MR. JUSTICE SHIV KUMAR SHARMA
Mr. Rajendra Salecha for the applicant.
BY THE COURT
The applicant Paam Pharmaceuticals (Delhi) Limited, filed this application under section 391 of the Companies Act, 1956 (hereinafter shall be referred to as the Act of 1956) for a direction of the Court as to the method of convening, holding and conducting the meetings of the secured creditors and unsecured creditors of the applicant company, as to the notices and advertisements to be issued,for the purpose of considering and, if thought fit, approving with or without modification, the scheme of arrangement proposed by them. 2. Paam Pharmaceuticals (Delhi) Limited, (hereinafter shall be referred as the applicant Company ) was incorporated on 20.2.1986 having its registered office at at A-904 RIICO Industrial Area, Phase III,
Bhiwadi (District Alwar) Rajasthan. 3. The present authorized and issued, subscribed and paid up capital of the applicant company is detailed out in para No.3 of the application. 4. The main objects of the applicant company as set out in the object clause of its Memorandum of Association, have been detailed out in para
No.4 of the application. 5. The applicant was incorporated under provisions of Companies Act in 1986 by Registrar of Companies, Delhi and Haryana and thereafter pursuant to order dated 3.12.1999 passed by Company Law Board, New
Delhi the registered office of the Company by virtue of the certificate dated 27.12.1999 was changed from Delhi to State of Rajasthan. The memorandum and articles of association of the company alongwith certified copy of certificate dated 27.11.1999 issued by the Registrar of
Companies are enclosed with the company application as Annexure A. The applicant company has been engaged in the manufacturing of pharmaceutical formulation which include antibiotics, analgesic under brand name Paam. The products manufactured by the applicant company had been conforming to industry standards viz. I.P. B.P. and U.S.P. The plants of the applicant company located at three places which are shown in para 7 of the application. The applicant company became sick industrial company as declared by the BIFR in July 2002. The BIFR in view of the prevailing circumstances in the meeting held on 10.2.2004 had issued directions for forwarding its opinion to this Court for its winding up but the applicant company is yet to be notified about these proceedings by this
Court. The applicant company got its accounts audited on 31.2.2003, the same is enclosed as Annexure B with the application. On account of serious financial problems and operational stalemate faced by the applicant company it became difficult to serve its creditors secured as well as unsecured. The applicant company at its meeting of its Board of Directors held on December 21, 2005 passed a resolution for rescheduling and restructuring of the existing secured debts. The resolution of the Board of
Directors is field as Annexure C with the company application. The Scheme of compromise is enclosed as Annexure D with the company application.
No investigation proceedings are pending in relation to the applicant company under sections 235 to 251 of the Companies Act. 6. Having heard the learned counsel for the applicant, on perusal of the entire application, it is ordered that the meetings of the secured and unsecured creditors of the applicant company for the purpose of considering and if thought fit, approving with or without modifications, the scheme of arrangement aforesaid shall be convened and held as per the following schedule -
Name Date and time Place
Secured creditors 18.7.2006 Registered office of the company of the company
Un-secured creditors 18.7.2006 Registered office of the company of the company
The meetings shall be held at 10.30 a.m. and 12.30 Noon. 7. That at least 21 clear days before the days fixed for the meetings an advertisement convening the same and stating that copies of the said scheme of arrangement and of the statements required to be furnished shall be furnished pursuant to section 393 of the Act, 1956 and forms of proxy can be obtained free of charge at the office of the applicant company or from the office of their advocates be advertised once in the dailies namely,
English News paper Times of India ( New Delhi Edition) and Hindi News paper- Dainik Bhaskar (Jaipur Edition) 8. That atleast 21 clear days before the meetings to be held as aforesaid a notice convening the said meetings at the place and time aforesaid, together with the copy of the said scheme of arrangement, a copy of the statement required to be sent under section 393 of the Act, 1956 and the prescribed form of proxy, shall be sent by prepaid post under certificate of posting addressed to each of the secured and unsecured creditors, whose meetings are to be held at the respective registered addresses. 9. That the advocates for the applicant company do, within the time as they consider necessary and at least within three days, file in Court the forms of the advertisement, the notices and statement to accompany the notices, and the same shall be settled by the Registrar of this Court. 10. That Shri Ashok Pareek, Advocate Rajasthan High Court, Bench
Jaipur shall be the Chairman of the meetings of the secured creditors and unsecured creditors to be held on July 18, 2006 as aforesaid. The applicant company shall deposit in the court or pay within one week from today an amount of Rs. 22,000 towards remuneration to the Chairman for presiding the meetings aforesaid. The applicant company shall also bear the expense of conveyance of the Chairman for the said meetings. 11. That the Chairman appointed for the meetings through applicant
Company do issue the advertisement and send out the notices of the meetings referred to above. 12. That the quorum for the said meetings shall be as per the provisions of the Act, 1956 13. 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 meetings, is filed with the applicant company at their registered office, aforesaid not later than forty eight hours before the meetings scheduled to be held. 14. That the value of each 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 purposes of the meetings. 15. And it is further ordered that the Chairman do separately report to this Court the result of the said meetings within seven days of the conclusion thereof, and the said reports shall be verified by his affidavit. 16. With these directions the application accordingly stands disposed of.
(SHIV KUMAR SHARMA )J.
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