Upon the application of the above named Company by summons for direction dated 7.3.2012 and upon hearing Mr. R.S. Sanjanwala, learned Senior Counsel with Mr. Dilip Kanojiya for the applicant Company and upon perusing and considering the contents of the affidavit of Pradyuman Ambalal Soni, the authorised signatory of the applicant Company and upon perusing of relevant exhibits, IT IS ORDERED:
1. That the meetings of the equity shareholders (7 in number) of the Company is hereby dispensed with considering the affidavit filed by Pradyuman Ambalal Soni as well as considering the certificate issued by Chaturvedi & Shah, Chartered Accountants as well as consent of the equity shareholders at Exhs.K1 to K7.
2. That the meeting of preferential shareholders of the Company holding 10% non-cumulative compulsory convertible preferential shares of the Company is hereby dispensed with having obtained the consent as expressed in the affidavit at Exh.L.
3. That the meeting of preferential shareholders of the Company holding 9% non-cumulative redeemable preferential shares is hereby dispensed with having obtained the consent as indicated in the affidavits filed at Exhs.M and M1.
4. That the meeting of secured creditors (including debenture holders) of the Company shall be convened and held at Motikhavdi, P.O. Digvijaygram, District Jamnagar on 6th day of April, 2012 at 11.00 a.m. for the purpose of considering and if thought fit, approving, with or without modification(s), the arrangement proposed to be made between the said Company and the unsecured creditors of the said Company.
5. That the meeting of unsecured creditors (including debenture holders) of the Company shall be convened and held at Motikhavdi, P.O. Digvijaygram, District Jamnagar on 6th day of April, 2012 at 02.30 p.m. for the purpose of considering and if thought fit, approving, with or without modification(s), the arrangement proposed to be made between the said Company and the unsecured creditors of the said Company.
6. That at least 21 clear days before the day appointed for the meeting, an advertisement convening the same and stating that copies of the said compromise or arrangement and of the statement required to be furnished pursuant to Section-393 and forms of proxy can be obtained free of charge at the registered office of the Company or at the office of its advocate and once in each of Times of India, Indian Express in English, Divya Bhyaskar, Rajkot Edition in Gujarati and Nobat Gujarati daily.
7. That, in addition, at least 21 clear days before the meeting to be held, as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the said compromise or arrangement, a copy of the statement required to be sent under Section 393, and the prescribed form of proxy, shall be sent by pre-paid letter post under certificate of posting addressed to each of unsecured creditors whose meeting is to be held at their respective registered or last known addresses.
8. That the advocate for the Company abovenamed do, within three days of this date file in Court the form of the advertisement, the notice and the statement to accompany the notice.
9. That Hon'ble Mr. Justice S.D. Dave, Former Judge of this Court shall be the Chairman of both the meetings to be held on 6th day of April, 2012, as aforesaid.
10. That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting referred to above.
11. That the quorum for the said meeting shall be 5 creditors.
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 meeting(s) or by his authorised representative, is filed with the applicant Company at its registered office at 101, Shivam Appartments, 9, Patel Colony, Bedi Bunder Road, Jamnagar, Gujarat 361 008 not later than 48 hours before the time fixed for the relevant meeting.
13. That the value of each creditor shall be in accordance with the books of the company and, where the entries in the books are disputed, the Chairman shall determine the value for the purposes of the meeting.
14. And it is further ordered that the Chairman do report to this Court the result of the said meeting within 14 days of the conclusion of the meeting and the said report shall be verified by his affidavit.
With the above directions, the Company Application is accordingly disposed of with no order as to costs.
[R.M.CHHAYA, J.] mrpandya Top