Gujarat High Court
Gayatri Mine Chem Private Limited vs Respondent(S) on 23 January, 2015
Author: Harsha Devani
Bench: Harsha Devani
O/COMA/24/2015 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 24 of 2015
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GAYATRI MINE CHEM PRIVATE 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 MS.JUSTICE HARSHA DEVANI
Date : 23/01/2015
ORAL ORDER
1. A Scheme of Arrangement in the nature of amalgamation of three group companies, namely, Gayatri Mine-chem Private Limited, Gayatri Integrated Services Private Limited and Gayatri Fillers Private Limited with Gayatri Microns Limited, the transferee company is proposed under sections 391 to 394 of the Companies Act, 1956.
2. In this regard, this application has been filed by Gayatri Mine Chem Private Limited, the applicant transferor company. In the Judges' summons taken out which is dated 19 th January 2015, the applicant has prayed (i) for seeking dispensation of meetings of equity shareholders and unsecured creditors of Gayatri Mine Chem Private Limited, (ii) for seeking directions for convening meeting of the sole secured creditor for obtaining its approval to the proposed scheme of arrangement.
Page 1 of 5O/COMA/24/2015 ORDER
3. Mrs. Swati Soparkar, learned advocate for the applicant submitted that the applicant transferor company is a private limited company and all the equity shareholders and unsecured creditors of the applicant company have approved the scheme in the form of written consent letters all of which are annexed along with the application as Exhibits-D and E respectively. The certificates confirming the status of the equity shareholders and unsecured creditors as well as the receipt of consent letters from all of them are also annexed collectively at Exhibit-F. In view of the above, the applicant seeks dispensation from convening the meetings of the equity shareholders and unsecured creditors of the applicant company.
4. Having regard to the facts and circumstances stated hereinabove, the prayer for dispensation from convening the meetings of the equity shareholders and unsecured creditors of the applicant company is granted.
5. The applicant has also prayed to convene a meeting of the sole secured creditor of the company to obtain the approval to the proposed scheme. Mrs. Soparkar has further submitted that since there is only one secured creditor, publication of notice for convening the meeting in the local newspapers be dispensed with inasmuch as the company would unnecessarily be required to incur costs, whereas at the time when the petition is taken up for admission, notice would be required to be published in the newspapers.
6. In the facts and circumstances, the following directions Page 2 of 5 O/COMA/24/2015 ORDER are issued :-
IT IS ORDERED:
7. That a meeting of the secured creditors of the applicant Company shall be convened and held at the registered office at 217-218, Advait, Nr. Sandesh Press, Vastrapur, Ahmedabad 380 054 in the State of Gujarat on Monday, the 2ndday of March 2015 respectively at 11.00 a.m., for the purpose of considering and if thought fit, approving with or without modifications, the proposed Scheme of Arrangement in the nature of proposed amalgamation of the applicant company with Gayatri Microns Limited, the transferee company; as proposed between the company and its secured creditors.
8. 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 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 prepaid letter posted under Registered A.D..
9. Having regard to the facts noted hereinabove, the requirement of Rule 74 of the Companies (Court) Rules, 1959 is hereby dispensed with.
10. Shri Rashmin Patel, Director of the applicant company, and failing him Smt. Jalpa Patel, Director of the applicant company, shall be the Chairman of the aforesaid meeting to be held on 2nd March 2015 and in respect of any adjournment or Page 3 of 5 O/COMA/24/2015 ORDER adjournments thereof.
11. That the Chairman appointed for the aforesaid meeting do issue advertisements and send out notice 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 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.
12. That the quorum for the said meeting shall be 1 (One) for the said meeting of the secured creditors present through authorized representative or through proxy.
13. 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 authorised representative, is filed with the applicant company at its registered office at Ahmedabad not later than 48 hours before the said meeting.
14. That the value of the vote of each 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.
15. That the Chairman appointed for the meeting do report Page 4 of 5 O/COMA/24/2015 ORDER to this Court, the result of the said meeting within 14 days of the conclusion of the meetings and the said Report shall be verified by his affidavit.
16. The application accordingly stands disposed of.
(HARSHA DEVANI, J.) zgs Page 5 of 5