Upon the application of the above named Company by Summons for direction dated 22.03.2012 and upon hearing Mr.R.S. Sanjanwala, learned Senior Counsel appearing with Mr.Dilip L. 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 meeting of the Class 'A' 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 M/s.Pathak H.D. & Associates, Chartered Accountants, Auditors of the applicant-company as well as consent of the Class 'A' equity shareholders at Exhs.I-1 to I-7. (Pages 270, 276, 282, 286, 292, 298 and 304).
2. That the meeting of the Class 'B' equity shareholders (2 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 M/s. M/s.Pathak H.D. & Associates, Chartered Accountants, Auditors of the applicant-company as well as consent of the Class 'B' equity shareholder at Exhs.J-1 and J-2. (Pages 310 and 316).
3. That the meeting of the preference shareholder (one in number) of the company holding 10% Non-cumulative Compulsorily Convertible Preference Shares (Series A, Series B and Series C) is hereby dispensed with considering the affidavit filed by Pradyuman Ambalal Soni as well as considering the certificate issued by M/s.Pathak H.D. & Associates, Chartered Accountants, Auditors of the applicant-company as well as consent of the preference shareholder at Exh.K. (Page 320).
4. That the meeting of secured creditors of the company shall be convened and held at Motikhavdi, P.O. Digvijaygram, District: Jamnagar-361 140 on Saturday, the 5th day of May, 2012 at 11:00 a.m. for the purpose of considering and if thought fit, approving, with or without modification(s), the Scheme of Arrangement proposed to be made between Reliance Utilities Private Limited and Reliance Utilities and Power Private Limited.
5. That the meeting of unsecured creditors of the company shall be convened and held at Motikhavdi, P.O. Digvijaygram, District Jamnagar - 361 140 on Saturday, the 5th day of May, 2012 at 2:00 p.m. for the purpose of considering and if thought fit, approving, with or without modification(s), the Scheme of arrangement proposed to be made between Reliance Utilities Private Limited and Reliance Utilities and Power Private Limited.
6. That at least 21 clear days before the day appointed for the meetings, 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 be published once in each of Indian Express, Ahmedabad Edition, in English, Divya Bhaskar, Rajkot Edition and Nobat, Gujarati daily and publication in the Government gazette be dispensed.
7. That, in addition, at least 21 clear days before the meetings to be held, as aforesaid, the notice convening the said respective meetings 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 by registered post addressed to each of the secured creditors and unsecured creditors whose meeting is to be held at their respective registered or last known addresses.
8. That the advocate for the company above named do, within seven days of this date simply file in Court the copy of the advertisement, the notice and the statement to accompany the notice as sent.
9. That Hon'ble Mr.Justice S.D. Dave, as he then was, and failing him, Hon'ble Mr.Justice K.A. Puj, as he then was and failing him, Shri Kirit Brahmbhatt, Director and Manager of the company shall be the Chairman of the meeting of the secured creditors to be held on Saturday, the 5th day of May, 2012, as aforesaid.
10. That Hon'ble Mr.Justice K.A. Puj, as he then was, and failing him, Hon'ble Mr.Justice S.D. Dave, as he then was and failing him, Shri Kirit Brahmbhatt, Director and Manager of the company shall be the Chairman of the meeting of the unsecured creditors to be held on Saturday, the 5th day of May, 2012, as aforesaid.
11. That the Chairman appointed for the meetings do issue the advertisement and send out the notices of the meetings referred to above.
12. That the quorum for each of the said meetings shall be 3(three) creditors present in person or by proxy.
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 relevant meeting or by his authorised representative, is filed with the applicant-company at its registered office at ECB-3, CPP Complex, Reliance Jamnagar SEZ, Village Padana, Taluka Lalpur, District: Jamnagar - 361 280, Gujarat not later than 48 hours before the time fixed for the relevant meeting.
14. That the value of each secured creditor and unsecured 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 purpose of the meetings.
15. That the Chairman do report to this Court the result of the said meetings within 14 days of the conclusion of the meetings and the said report shall be verified by his affidavit.
16. It is further ordered that the provisions of Section 101(2) shall not apply in relation to the reduction in the Securities Premium Account of the Company considering the affidavit filed by Pradyuman Ambalal Soni.
17. With the above directions, the Company Application is accordingly disposed of. No order as to costs.
(R.M.CHHAYA, J.) Hitesh Top