Gujarat High Court
Sava Healthcare Limited vs Respondent(S) on 8 January, 2014
Author: R.M.Chhaya
Bench: R.M.Chhaya
O/COMA/7/2014 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 7 of 2014
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SAVA HEALTHCARE 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 Healthcare 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 and sole Preference Shareholder of the Applicant Transferor Company have given their approval to the Scheme in form of consent letters, which are placed on record Page 1 of 6 O/COMA/7/2014 ORDER as Annexures 'D' and 'E' to the application. The certificates from the Chartered Accountant confirming the status of the Equity Shareholders and sole Preference Shareholder of the Company as well as receipt of written consent from all the Shareholders are also placed on record as Annexure 'F', collectively. In view of the same, the dispensation of the meetings of the Equity Shareholders and sole Preference Shareholder 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. Separate meetings of the Secured Creditors and 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 Page 2 of 6 O/COMA/7/2014 ORDER February, 2014 at 10:00 a.m. and 11.30 a.m. respectively, 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 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 meetings be held, as aforesaid, a notice convening the said meetings, 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 Secured Creditors and 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 meetings to be held as aforesaid, a notice convening the said meetings indicating the day, the date, Page 3 of 6 O/COMA/7/2014 ORDER 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 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 meetings to be held on 24th February 2014 and in respect of any adjournment or adjournments thereof.
8. The Chairman appointed for the aforesaid meetings shall issue advertisements and send out notices of the said meetings referred to above. It is further directed, that the Chairman of the meetings 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 meetings, including an amendment to the Scheme Page 4 of 6 O/COMA/7/2014 ORDER or Resolution, if any, proposed at any of the meetings by any person(s); adjourning any of the meetings to another day, if so required and to ascertain the decision of the meetings on a poll.
9. The quorum for the meeting of the Secured Creditors shall be 2 (Two) Authorized Representatives present in person or by proxy and quorum for the meeting of 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 meetings, 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 meetings.
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 meetings shall determine the value, or number, for the purposes of the meetings and his decision in that behalf would be final.
Page 5 of 6O/COMA/7/2014 ORDER
12. The Chairman shall report to this Court, the result of the said meetings within 14 days of the conclusion of the meetings and the said Report shall be verified by his affidavit.
13. The Company Application is, hereby, disposed of.
(R.M.CHHAYA, J.) mrp Page 6 of 6