TaxTMI 
TaxTMI 
2008 (9) TMI 562
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....ions 391 and 394 of the Companies Act, 1956, are listed for hearing after advertisements in the same newspapers in which the advertisements convening the meetings were carried out. 3. The Company Application No. 1 was filed on 15-1-2008 by Kothari Products Limited a Company incorporated under the Companies Act, 1956 having its registered office at 'Pan Parag House' 24/19, The Mall, Kanpur-208 001, within the jurisdiction of this Court (hereinafter called as the demerged company), engaged in the business of production and sale of supari, tobacco pan masala, gutkha and beverages. It also has investments in shares and securities including real estate. The Company Application No. (2) of 2008 was also filed on same day, i.e., on 15-1-2008 by ....
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.... Civil Lines, Kanpur on 15-3-2008. The notice shall be sent to the shareholders and creditors individually under certificate of posting and closing therewith an explanatory statement and form of proxy. The notices shall also be published in daily newspaper Times of India (English) and Dainik Jagaran (Hindi) published from Kanpur giving full details of the meetings, place and time of convening meetings. Sri Rohit Agarwal, and Sri Diptimar Singh (Mobile No. 9935214676) Advocates are appointed as Chairman and alternate Chairman of the meeting of the shareholders and Sri Vivek Prasad Mathur (Mobile No. 9415217849) and Sri Praveen Kumar (Mobile No. 9839387003) Advocates are appointed as Chairman and alternate Chairman of the meeting of the credi....
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....ors of the transferor and transferee company approving the 'Scheme of Arrangement'. The voting by proxy shall be permitted provided that the proxies in the prescribed form duly signed by the person entitled to attend and vote at the meeting and in case of company or an association, by a duly authorised representative of such company/association are lodged with the applicant company at its registered office not later than 48 hours before the meetings. The Chairman shall report to the Court the result of the meetings on or before 24-3-2008. The report shall be verified by the affidavits of Chairman. List the matter on 28-3-2008. Dated 21-1-2008." 5. By a separate order passed in Company Application No. (2) of 2008 an exemption was sough....
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....on. The resolution passed by the Board of Director of Kothari Products Limited is annexed as Annexure-2 to the Company Application No. 2 of 2008 filed by Kothari products Limited. In view of the above, since Kothari Products Limited is the only creditor who is applicant itself and all the seven shareholders filed the affidavits approving the scheme of arrangement, there is no need of holding the meeting. The holding of meeting is, therefore, exempted and this petition should be treated as company petition. List on 28-3-2008 for orders." 6. The advertisements for holding meetings of the demerged company were carried out and that the meetings were held. Shri Rohit Agarwal, advocate, appointed as Chairman of the shareholders meetings, has f....
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....t of the Regional Director dated 2-5-2008, it is stated in paragraph 4 that individual assets and liabilities and the values thereof pertaining to "Pan Masala Division, Beverages Division & Trading Division" of the demerged company M/s. Kothari Products Ltd., is not mentioned in the scheme. The individual assets and liabilities and the values were not known to the shareholders and creditors. These however should be placed on record. 10. Shri R.P. Agarwal, appearing for the applicants-companies, has supplied assets and valuation to the Regional Director and that an affidavit was filed stating that these assets have been furnished and are known to the shareholders and creditors of both the demerged and resulting companies. The assets and l....
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....nto consideration looking into the best performance and the Pan Parag Building, if valued properly will run into several crores and other immovable properties be proposed to be transferred to be made known to minority shareholders. 13. No one has appeared on behalf of Shri Kishorechandra Vadilal Parikh. He holds only 760 shares out of total paid up 66,31,970 equity shares of Rs. 10 each of the value of Rs. 6,63,19,700. His objections do not affect the validity and effectiveness of the scheme which has been approved by overwhelming majority. The scheme has been approved by 90.30 per cent majority of the shareholders. 14. The objections of the Regional Director have been removed. The list of assets and liabilities have been placed on re....