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TMI Blog2008 (9) TMI 562X X X X Extracts X X X X X X X X Extracts X X X X ..... othari Products Ltd.’ (demerged company) in ‘Pan Parag India Ltd.’ (resulting company) is confirmed and will come into effect from the appointed date given in the scheme. The office will issue formal order in the prescribed form within three weeks from today. - COMPANY PETITION NOS. 7 AND 13 OF 2008 AND COMPANY APPLICATION (1) AND (2) OF 2008 - - - Dated:- 16-9-2008 - SUNIL AMBWANI, J. R.P. Agarwal for the Petitioner. JUDGMENT 1. Heard Shri R.P. Agarwal, learned counsel for petitioner companies. The Official Liquidator, U.P. as well as Regional Director, Northern Region, Ministry of Corporate Affairs, Noida have filed their reports. 2. These two Company Petitions, filed for confirming the Scheme of Amalgamation s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ication under sections 391 and 394 of the Companies Act for a direction to convene the meetings of equity shareholders and creditors of the applicant company for approving the proposed scheme of arrangement between the applicant company and its creditors, shareholders and promoters. Copy of the proposed scheme of arrangement in Annexure-1. To the application, which has been approved by Board of Directors of the applicant-company on 1-9-2007. Requisite information about the company and its affairs has been supplied in the application as well as scheme of arrangement in between the applicant Company and its creditors and shareholders. Let the meeting of the shareholders and creditors of the applicant company as proposed be held at 11.00 AM an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... icate of posting, addressed to each of the shareholders/members and creditors of the company at their respective registered or last known address. In addition, at least 21 clear days before the date appointed for the meetings, as aforesaid advertisement convening the said meetings and stating that copies of the scheme along with copies of the statement required to be sent under section 393 of the Companies Act, 1956 and that the prescribed form of proxy can be obtained free of charge at the registered office of the applicants company. The quorum of the meetings, shall be such as provided in the articles of association. The same quorum shall be applicable for creditor s meeting as well. The Court, however, will have discretion to record sati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ll the seven shareholders have given their affidavits approving the scheme of arrangement. The copy of the affidavits in original is as Annexure-9 to the petition. The Board of Director in its meeting held on 25-8-2007 at its registered office "Pan Parag House", 24/19, The Mall, Kanpur at 4.30 P.M. has resolved and approved the scheme of arrangement between Kothari Products Limited and Pan Parag India Limited for Demerger of Pan Masala Division Beverages Division Trading Division of Kothari Products Limited into Pan Parag India Limited as per the provisions of sections 391 to 394 of the Companies Act, 1956 upon the terms and conditions mentioned in the draft scheme of arrangement. The Board resolution is at page 40, Annexure-2 to the peti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it on the same day on 20-3-2008 stating in para 3 that 63 creditors in person and 19 creditors by proxy, representing in the aggregate the dues of Rs. 4,88,83,140 out of the total outstanding dues of Rs. 8,75,41,191 as on 31-1-2008 and they were representing 55.84 per cent of the total outstanding dues, attended the meeting and unanimously resolved to approve the Scheme of Arrangement . 8. It is reported that the quorum of the meeting was complete and that resolutions were put to vote and were carried out unanimously by the shareholders and creditors. 9. Shri Dhan Raj, Regional Director, Northern Region, Ministry of Corporate Affairs, Noida has filed his affidavit through the Official Liquidator. Shri V.K. Kain, Company Prosecutor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... addressed to the Court-stating that the Pan Parag business, proposed to be transferred to Pan Parag Limited by issuing a non-convertible preference share to be redeemed within 3 years, has assets of approximately Rupees Six Hundred Crores to be transferred in 60 crores value preference shares i.e., only papers to a company of Rs. 5 crores paid up capital. The promoters of Pan Parag Ltd. are the main promoters of Kothari Products Ltd. According to him all the money will go to the promoters and minority shareholders will be given preference shares papers to be redeemed within three years. He further proposed reasonable terms such as the assets transferred to Pan Parag Ltd. be valued by independent valuers; the valuation of Pan Parag Brand m ..... X X X X Extracts X X X X X X X X Extracts X X X X
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