Acoris Research Limited v. Hikal Limited
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Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by M/s Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 15th day of December, 2011 of Mr. Sham Wahalekar, Company Secretary of 2 the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:
1. That the meeting of the Equity Shareholders of the Applicant Company, be convened and held at Sunflower Suite No. 1/ 2, 30th Floor, World Trade Centre 1, Cuffe Parade, Mumbai 400005 on Thursday, 2nd day of February, 2012 at 11 a.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Acoris Research Limited, the Transferor Company and Hikal Limited, the Applicant/Transferee Company and their respective Shareholders and Creditors..
2. That at least 21 clear days before the Meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said Meeting, at the place and time aforesaid and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its advocates, shall be published once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both circulated at Mumbai.
3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place and time aforesaid, together with a copy of the Scheme, 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 posted by Courier or by Registered post addressed to each of the 3 Equity Shareholders of the Applicant Company at their respective registered or last known addresses.
4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice, by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: a) issue Notices convening meeting of the Equity Shareholders as per Form No. 36 (Rule 73) b) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; c) issue Form of Proxy as per Form No. 37 (Rule 73) d) advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted.
5. That Mr. Jai Hiremath, Director of the Applicant Company and failing him, Mr. Sameer Hiremath, Director of the Applicant Company, and failing him, Mr. Prakash Mehta, Director of the Applicant Company, shall be the Chairman of the aforesaid Meeting of the Equity Shareholders to be held at Sunflower Suite No. 1/ 2, 30th Floor, World Trade Centre 1, Cuffe Parade, Mumbai 400005 on Thursday, 2nd day of February, 2012 at 11 a.m. or any adjournment or adjournments thereof.
6. That the Chairman appointed for the aforesaid Meeting do issue the advertisement and send out the notices of the Meeting referred to above. 4
7. That quorum for the aforesaid meeting of the Members shall be 5 (Five) members present in person.
8. That voting by proxy/ authorised representative be permitted, provided that a proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at 717/718, Maker Chambers, V,Nariman Point, Mumbai, Maharashtra 400021, not later than, 48 hours before the aforesaid Meeting.
9. That the value of the share of each member shall be in accordance with the books/ register of the Applicant Company and where the entries in the books/ register are disputed, the Chairman of the meeting shall determine the value for the purpose of the aforesaid Meeting.
10. That the Chairman of the meeting to report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit.
11. That the convening and holding the Meeting of the Secured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Acoris Research Limited, the Transferor Company and Hikal Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the averments made in paragraph 14 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of 5 the Petition by R.P.A.D. upon all its Secured Creditors. The Applicant Company also undertakes to publish the notice in one issue each of a daily newspaper viz, the ‘Free Press Journal’ in English and the ‘Maharashtra Times’ in Marathi, both of which are circulated in Mumbai. The said Undertaking is accepted.
12. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between Acoris Research Limited and Hikal Limited and their Respective Shareholders be dispensed with in view of the averment made in paragraph 15 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors having an outstanding balance of Rs. 10,00,000/- (Rupees Ten lakhs only) or more. The Applicant Company also undertakes to publish the notice in one issue each of a daily newspaper viz, the ‘Free Press Journal’ in English and the ‘Maharashtra Times’ in Marathi, both of which are circulated in Mumbai. The said Undertaking is accepted.
13. That in view of the averment made in paragraph 16 of the Affidavit in support of the Summons for Direction stating that the reduction of the Securities Premium Account shall be effected as a part of the Scheme of Arrangement and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass the Special Resolution in the Extra Ordinary General meeting of Equity Shareholders for utilization of balance in Securities 6 Premium Account under Section 78 read with section 100 to 103 of the Companies Act, 1956 before filing the Company Petition for sanctioning the Scheme. The undertaking is accepted. (S. C. DHARMADHIKARI, J.)