Gujarat High Court
Elecon Epc Projects Limited vs Respondent(S) on 7 July, 2016
Author: R.M.Chhaya
Bench: R.M.Chhaya
O/COMA/290/2016 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 290 of 2016
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ELECON EPC PROJECTS LIMITED....Applicant(s)
Versus
.....Respondent(s)
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Appearance:
MRS SWATI SOPARKAR, ADVOCATE for the Applicant(s) No. 1
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CORAM: HONOURABLE MR.JUSTICE R.M.CHHAYA
Date : 07/07/2016
ORAL ORDER
1. This application is filed by the abovenamed Applicant Transferor Company by summons dated 04th July 2016 filed under Sections 391 to 394 of the Companies Act, 1956 in a proposed Scheme of Amalgamation of Election EPC Projects Limited, the Applicant Transferor Company with Elecon Engineering Company Limited, the Transferee Company; as proposed between the Applicant Company and its Shareholders and Creditors. Smt.Swati Soparkar, learned counsel appears for the applicant Company. The submissions are made for (i) dispensation of the meeting of the Preference Shareholders of the Applicant Company (ii) dispensation of the meetings of the Secured and Unsecured Creditors of the Applicant Company; and (iii) seeking directions for convening a meeting of the Equity Shareholders of the Applicant Company;
2. It has been submitted that the sole Preference Shareholder of the Applicant Company has approved the scheme in form of the written consent letter. The said Page 1 of 5 HC-NIC Page 1 of 5 Created On Thu Jul 14 00:11:49 IST 2016 O/COMA/290/2016 ORDER consent letter is annexed with the application as Exh:D. The certificate confirming the status of the Preference Shareholder as well as the receipt of consent letter from the sole preference shareholders as Annexed as Exh:E. In view of the same, dispensation is sought for convening the meeting of the preference shareholders of the Applicant Company and considering the facts and circumstances and the submissions, the same is hereby granted.
3. It has been submitted vide para 11 of the affidavit in support of the Judge's Summons that the rights and interests of the Secured and/or Unsecured Creditors of the Applicant Company shall not be adversely affected as a result of the proposed scheme. The Transferee Company is a profit making company and have substantial positive net worth. The said contention is substantiated by a Net Worth Certificate issued by a Chartered Accountant, placed on record as Exh:F. The said certificate indicates that the net worth of the Transferee Company in Pre-Scheme scenario is Rs.510.39 crores and post scheme scenario shall be approximately Rs.601.21 crores. It is further submitted that notwithstanding the above contention, in compliance with the contractual terms of the loan agreements with the secured creditors, the applicant Transferor Company has already approached its Secured Creditors and sought their approval to the proposed scheme. The Applicant Transferor Company has undertaken that the approval shall be obtained from all its Secured Creditors in form of written consent letters and the same shall be placed on record of this Court before the final sanction of the Scheme. Considering the facts and circumstances, dispensation from holding of such meetings of the Secured and Unsecured Creditors of the Applicant Company is granted.
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O/COMA/290/2016 ORDER
It is ordered -
4. That a meeting of the Equity Shareholders of the Applicant Company shall be convened and held at Audio Visual Hall, Eimco Elecon Building, Anand-Sojitra Road, Vallabh Vidyanagar, Anand - 388 120 in the State of Gujarat on Friday, 19th August, 2016 at 10:00 a.m, for the purpose of considering and if thought fit, approving with or without modifications, the Scheme of Amalgamation of Elecon EPC projects Limited, the Applicant Transferor Company with Elecon Engineering Company Limited, the Transferee Company; as proposed between the company and its shareholders.
5. That at least 21 clear days before the meeting to be held as aforesaid, Notice convening the said meeting, indicating the day, the date, the place, and time as aforesaid, together with a copy of the Scheme of Amalgamation, 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 Pre- paid letter posted under Registered Post, addressed to each of the Equity Shareholders of the Applicant Company, at their last known address. The proof of dispatch shall be placed on record.
6. That at least 21 clear days before the meeting to be held as aforesaid, Notice convening the said meeting indicating the day, the date, the 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 at the registered office of the Applicant Company and/or at Page 3 of 5 HC-NIC Page 3 of 5 Created On Thu Jul 14 00:11:49 IST 2016 O/COMA/290/2016 ORDER its Advocate's office i.e. 301, Shivalik - 10, Opp. SBI Zonal Office, S.M.Road, Ambawadi, Ahmedabad, 380 015, once each in the English Daily "Times of India", Ahmedabad Edition and the other in Gujarati daily "Sandesh" Ahmedabad Edition.
7. Shri Prayasvin B. Patel, President of Operations of the Applicant Company and failing him Shri Prashant C. Amin, Director of the Applicant Company and failing him Shri Rajat Jain, Chief Financial Officer of the applicant Company, shall be the Chairman of the aforesaid meeting to be held on 19th August, 2016 and in respect of any adjournment or adjournments thereof.
8. That the Chairman appointed for the aforesaid meeting do issue advertisements and send out notices 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 adjournment of the meeting, and/or an amendment to the Scheme or Resolution, if any, proposed at the meeting by any person(s) and to ascertain the decision of the meeting on a poll.
9. That the quorum for the said meeting shall be 5 (five) for the meeting of the Equity Shareholders, present in person or through authorized representative or through proxy.
10. That 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 Page 4 of 5 HC-NIC Page 4 of 5 Created On Thu Jul 14 00:11:49 IST 2016 O/COMA/290/2016 ORDER Applicant Company at its registered office at Vallabh Vidyanagar, not later than 48 hours before the said meeting.
11. That the value of the vote of each shareholders of the Company shall be as per the entries in the Registers maintained by the Applicant Company and where the entries in the records are disputed, the Chairman of the meeting shall determine the value or number for the purpose of the meeting and his decision in that behalf would be final.
12. That the Chairman do 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.
The application stands disposed of.
(R.M.CHHAYA, J.) Suchit Page 5 of 5 HC-NIC Page 5 of 5 Created On Thu Jul 14 00:11:49 IST 2016