Gujarat High Court
Sava Pvt. Limited vs Respondent(S) on 8 January, 2014
Author: R.M.Chhaya
Bench: R.M.Chhaya
O/COMA/8/2014 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 8 of 2014
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SAVA PVT. LIMITED....Applicant(s)
Versus
.....Respondent(s)
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Appearance:
MS VAIBHAVI K PARIKH, ADVOCATE for the Applicant(s) No. 1
MR TUSHAR P HEMANI, ADVOCATE for the Applicant(s) No. 1
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CORAM: HONOURABLE MR.JUSTICE R.M.CHHAYA
Date : 08/01/2014
ORAL ORDER
1. The present application has been preferred by Sava Private Limited (one of the Transferor Companies) under Sections 391 to 394 of the Companies Act, 1956 in a proposed Scheme of Arrangement in the nature of Amalgamation of two group Companies with Anagha Pharma Private Limited, the Transferee Company.
2. Heard Ms. Vaibhavi Parikh, learned advocate for the Applicant Company. It is submitted that all the Equity Shareholders of the Applicant Transferor Company (there being no Secured Creditors) have given their approval to the Scheme in form of consent letters, which are placed on record as Annexures 'D' to the application. The certificates from the Page 1 of 5 O/COMA/8/2014 ORDER Chartered Accountant confirming the status of the Equity Shareholders and Secured Creditors of the Company as well as receipt of written consent from all the Shareholders are also placed on record as Annexure 'E', collectively. In view of the same, the dispensation of the meeting of the Equity Shareholders is sought and is hereby granted.
3. Upon an application of the abovenamed Transferor Company by summons dated 19.12.2013, and upon hearing the learned advocate for the Applicant Company and perusal of the affidavit dated 19.12.2013 filed in support of the Judges' Summons for directions, and other relevant documents attached thereto, including the contents of the affidavit filed by the deponent (Exhibit 'C' being a copy of the proposed Scheme of Amalgamation);
It is ordered that:
4. A meeting of the Unsecured Creditors of the Applicant Company shall be convened and held at Shed No. 508 GIDC 2, Wadhwan City, Surendranagar - 363 035 in the State of Gujarat, on Monday, the 24th day of February, 2014 at 3:00 p.m. for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed Scheme of Arrangement in the nature of Amalgamation of Page 2 of 5 O/COMA/8/2014 ORDER the Applicant Company with Anagha Pharma Private Limited, as proposed, between the Applicant Company and its Creditors.
5. That at least 21 clear days before the meeting be held, as aforesaid, a notice convening the said meeting, indicating the day, the date, the place and the time as aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the Explanatory Statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy, shall be sent by a prepaid letter posted under Book Post, addressed to each of the Unsecured Creditors of the Applicant Company, at their last known address. The said list of the Creditors with their names and addresses shall be placed on record by the Applicant Company. A Certificate shall be obtained from the Postal Department, confirming the total number of dispatches so made.
6. That at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting indicating the day, the date, place and time as aforesaid be published, stating that copies of the Scheme of Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and Form of Page 3 of 5 O/COMA/8/2014 ORDER Proxy can be obtained free of charge from the Registered Office of the Applicant Company and/or at its Advocate's office i.e. 103, 2nd Floor, Shanay - I, Opposite Shivalik Plaza, Near Ahmedabad Management Association, I.I.M Road, Ambawadi, Ahmedabad - 380 015, once each in Indian Express, English Daily and Akila, Gujarati Daily both Surendranagar Editions.
7. Shri Vishal Jadhav, Director of the Applicant Company and failing him Shri Mr. Vinod Jadhav, Director of the Applicant Company shall be the Chairman of the aforesaid meeting to be held on 24th February 2014 and in respect of any adjournment or adjournments thereof.
8. The Chairman appointed for the aforesaid meeting shall issue advertisement and send out notice of the said meeting referred to above. It is further directed, that the Chairman of the meeting shall have all powers under the Articles of Association of the Applicant Company and under the Companies (Court) Rules, 1959, in relation to conduct of meeting, including an amendment to the Scheme or Resolution, if any, proposed at the meeting by any person(s); adjourning the meeting to another day, if so required and to ascertain the decision of the meeting on a poll.
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9. The quorum for the meeting of the Unsecured Creditors shall be 5 (Five) Authorized Representatives present in person or by proxy.
10. Voting by proxy is permitted provided that the proxy in the prescribed form and duly signed by the person entitled to attend and vote at the aforesaid meeting, or by his Authorized Representative, is filed with the Applicant Company at its Registered Office at Surendranagar, not later than 48 hours before the said meeting.
11. The value of the vote of each Creditor of the Company shall be as per the Books of Accounts of the Company and where the entries in the records or books are disputed, the Chairman of the meeting shall determine the value, or number, for the purposes of the meeting and his decision in that behalf would be final.
12. The Chairman shall report to this Court, the result of the said meeting within 14 days of the conclusion of the meeting and the said Report shall be verified by his affidavit.
13. The Company Application is, hereby, disposed of.
(R.M.CHHAYA, J.) mrp Page 5 of 5