Gujarat High Court
Gujarat Gas Financial Services Limited vs Respondent(S) on 20 November, 2014
Author: N.V.Anjaria
Bench: N.V.Anjaria
O/COMA/285/2014 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 285 of 2014
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GUJARAT GAS FINANCIAL SERVICES 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 N.V.ANJARIA
Date : 20/11/2014
ORAL ORDER
A Composite Scheme of Arrangement in the nature of Amalgamation of four group companies namely GSPC Gas Company limited, Gujarat Gas Company Limited, Gujarat Gas Financial Services Limited and Gujarat Gas Trading Company limited with GSPC Distribution Networks Limited and consequential Restructuring of share capital of GSPC Distribution Networks Limited, the transferee company is proposed under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956.
2. In this regard, the present application is filed by Gujarat Gas Financial Services Limited, the applicant-transferor company. In the Judges' Summons taken out, dated 18th November, 2014, it is prayed (I) for seeking directions for convening separate meetings of equity shareholders and unsecured creditors of Gujarat Gas Financial Services Limited for the purpose of obtaining their approval to the proposed Scheme of Arrangement.
Page 1 of 5O/COMA/285/2014 ORDER
3. Heard learned advocate Ms.Swati Soparkar for the applicant-company.
4. It was submitted that the applicant- transferor company is a listed public limited company. It is a subsidiary of Gujarat Gas Company Limited, one of the transferor companies in the present Scheme. It has been pointed out that there are no secured creditors of the applicant-company. The certificate from a Chartered Accountant confirming the status of the secured creditors is placed on record as Exhibit 'D' to the application. In view of the same, meeting of secured creditor is not required.
5. However, the applicant has prayed to convene separate meetings of the equity shareholders and that of unsecured creditors of the applicant-company for the purpose of obtaining their approval to the proposed Scheme.
6. With regard to the said prayer, following directions are issued.
6.1 Separate meetings of the equity shareholders and unsecured creditors of the applicant-company shall be convened and held at the H.T. Parekh Convention Centre, Ahmedabad Management Association, ATIRA, Dr.Vikram Sarabhai Marg, Ahmedabad-380015, in the State of Gujarat on Tuesday, the 6th day of January, 2015 respectively at 3.00 p.m. and 4.00 p.m., for the purpose of considering and if though fit, approving with or without modifications, the proposed Composite Page 2 of 5 O/COMA/285/2014 ORDER Scheme of Arrangement in the nature of Amalgamation and Arrangement between Gujarat Gas Financial Services Limited, the applicant-transferor company and GSPC Distribution Networks Limited, the transferee company; as proposed between the company and its equity shareholders and unsecured creditors.
6.2 At least 21 clear days before the meetings to be held as aforesaid, 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 Arrangement, 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 Book Post, addressed to each of the equity shareholder and unsecured creditor of the applicant-company, at their last known address. The complete lists of the equity shareholders and unsecured creditors to whom the service of Notice is effected, 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.
6.3 At least 21 clear days before the meetings to be held as aforesaid, Notice convening the said meetings indicating the day, the date, the place and the time as aforesaid be published, stating that copies of the Scheme of Arrangement, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and Form of Proxy can Page 3 of 5 O/COMA/285/2014 ORDER be obtained free of charge a the Registered Office of the Applicant-company and/or its advocate's office, that is 301, Shivalik-10, Opp.SBI Zonal Office, S.M. Road, Ambawadi, Ahmedabad-380015, once each in the Indian Express, English Daily and Divya Bhaskar, Gujarati daily-both Ahmedabad Editions.
6.4 Shri P.P.G. Sharma, Chief Executive Officer of the Gujarat Gas Company Limited, and failing him shri Manish Verma, Executive Director of Gujarat State Petroleum Corporation Limited, and failing him Shri Ahmed Khan, General Manager of the applicant- transferor company and failing him Shri Sandeep Dave, Company Secretary of the Gujarat State Petroleum Corporation Limited, shall be the Chairman of the aforesaid meetings to be held on 06th January, 2015 and in respect of any adjournment or adjournments thereof.
6.5 The Chairman appointed for the aforesaid meetings do 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 and adjournment of the meetings, and/or an amendment to the Scheme or Resolution, if any, proposed at the meetings by any person(s) and to ascertain the decision of the meetings on a poll.
6.6 The quorum for the said meetings shall be 10 (Ten) for the meetings of the equity shareholders and Page 4 of 5 O/COMA/285/2014 ORDER 5 (five) for the meeting of unsecured creditors present in person, through authorised representative or through proxy.
6.7 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 authorised representative, is filed with the applicant-company at its Registered Office at Ahmedabad not later than 48 hours before the said meeting.
6.8 The value of the vote of each shareholder of the company shall be as per the records of the applicant-company and that of the creditor of the company shall be as per the entries in the books of accounts of the applicant-company and where the entries in the records are disputed, the Chairman of the meetings shall determine the value for the purposes of the meetings and his decision in that behalf would be final.
6.9 The Chairman appointed for the meetings shall report to this Court about 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.
7. The application is hereby allowed and disposed of as above.
(N.V.ANJARIA, J.) Anup Page 5 of 5