1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION rpa COMPANY APPLICATION NO. 125 OF 2010 IN COMPANY SUMMONS FOR DIRECTOR NO. 103 OF 2010 In the matter of Rule 9 of the Company Court Rules, 1959; Ruchi Soya Industries Ltd. .. Petitioners. .... Mr. Hemant Sethi for Petitioners. .... CORAM : S. J. KATHAWALLA, J. DATE : MARCH 4, 2010. P.C. By this Application, the Applicant has sought the following reliefs : (a) that this Hon’ble Court be pleased to modify order dated 5th February 2010 passed in Company Summons for Direction No. 103 of 2010 so as to provide publication of notices in newspapers as 13 days prior to the meeting. (b) In the alternative to prayer clause (a) this Hon’ble Court be pleased to modify clause 3 of the minutes of order dated 5th February, 2010 in Company Summons for Direction No. 103 of 2010 and substitute ‘Economic Times’ and ‘Maharashtra Times’ with ‘Free Press Journal’ 2 and ‘Navshakti’. (c) that the delay of 08 days in publication of public notice in newspapers pursuant to order dated 5th February, 2010 passed in Company Summons for Direction No. 103 of 2010 be condone;” 2. By an order of this Court dated 5th February, 2010, the Applicant Company was directed to convene its meeting of equity shareholders for the purpose of considering, and if thought fit approving with or without modifications, the proposed Scheme of Amalgamation and Arrangement between Mac Oil Palm Ltd, and Ruchi Soya Industries Ltd, and their respective shareholders, on 11th March, 2010 at 11.30 a.m. at Sunville Deluxe Pavilion, Sunville Building, 9, Dr. Annie Besant Road, Worli, Mumbai 400 018. 3. As per the said order, at least 21 clear days before the meeting, notices convening the said meeting were directed to be published in "Economic Times" in English and the "Maharashtra Times" in Marathi (both Mumbai edition). The Applicant Company was also directed to issue notices to all the shareholders by letter posted by U.P.C. which has been complied with. 3 4. According to the Applicants notice convening the date of hearing of the petition was due to inadvertence published in "Free Press Journal" and "Navshakti" on 16th February, 2010 instead of "Economic Times" and "Maharashtra Times" and on account of that mistake, the Applicants also published the notices of the said meeting in "Economic Times" and "Maharashtra Times", but only 13 days prior to the date of the meeting. The Applicant has, therefore, taken out the above application seeking reliefs set out herein above. It is submitted by the Applicant that if the orders as prayed for are not granted, the Applicant Company will suffer loss as the Applicant Company has already dispatched individual notices to all its 28114 Equity Shareholders and have published the notices in the newspapers at the cost of approximately Rs. 4.02 lacs. The Applicants have also relied upon the decision of this Court in Suman Motors Limited reported in 1998 Company Cases page 89, and the unreported decision of this Court dated 16th January, 2003 in the Application taken out by Kirloskar Oil Engines Ltd. in Company Application (L) No. 36 of 2003 in Company Application No. 550 of 2002. 4 5. In view of what is recorded hereinabove, more particularly the fact that individual notices to all the shareholders of the Applicant Company have been dispatched by UCP and the newspaper notice is now in fact published in four newspapers, no prejudice will be caused to the shareholders of the Applicant Company, if the Company Application is allowed in terms of prayer clauses (a) and (c). 6. The Company Application is, accordingly, allowed in terms of prayer clauses (a) and (c). 7. The Company Application is, accordingly, disposed of. [ S. J. KATHAWALLA, J. ]