Gujarat High Court
Starvox Electronics Limited vs Respondent(S) on 16 February, 2015
Author: Harsha Devani
Bench: Harsha Devani
O/COMA/38/2015 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO.38 of 2015
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STARVOX ELECTRONICS LIMITED....Applicant(s)
Versus
......Respondent(s)
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Appearance:
MR DHARMESH V SHAH, ADVOCATE for the Applicant(s) No.1
MR LALIT M PATEL, ADVOCATE for the Applicant(s) No.1
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CORAM: HONOURABLE MS. JUSTICE HARSHA DEVANI
Date : 16/02/2015
ORAL ORDER
1. The applicant has taken out this Judges' Summons seeking a direction for convening a meeting of shareholders of the applicant Company for the purpose of considering and, if thought fit, approving with or without modification, the proposed scheme for reorganisation of share capital of the applicant Company as per the provisions of section 391(2) and other applicable provisions of the Companies Act, 1956. The applicant also seeks dispensation of convening of meeting of unsecured creditors of the applicant Company.
2. Mr. Dharmesh Shah, learned advocate for the applicant has submitted that the applicant Company has no secured creditors till date and that written consents of all the unsecured creditors of the applicant Company to the proposed scheme of reduction of share capital have been obtained, copies whereof are annexed alongwith the application. It was Page 1 of 5 O/COMA/38/2015 ORDER pointed out that a certificate of the Chartered Accountant certifying that there are only four unsecured creditors of the company who have given their consent to the scheme has also been annexed alongwith the application. It was submitted that since the consent of the shareholders has not been obtained, a meeting of the shareholders is required to be convened and hence, appropriate directions be issued for convening the meeting of the shareholders of the applicant Company.
3. Having regard to the facts of the case as well as the submissions advanced by the learned advocate for the applicant, since the company has no secured creditors and the unsecured creditors have given their consent to the scheme for reduction of share capital, the requirement of convening the meeting of the secured creditors as well as unsecured creditors of the company is hereby dispensed with.
4. The meeting of the shareholders of the applicant Company shall be convened and held at the registered office of the applicant Company at 306, Sarthik Complex, Nr. Fun Republic, Iscon Cross Road, Satellite, Ahmedabad - 380015 on Friday, the 20th day of March, 2015 at 10.00 p.m. for the purpose of considering, and if thought fit, approving with or without modification, the scheme of reduction of capital of the applicant Company.
5. At least 21 clear days before the day appointed for the meeting of the shareholders to be held as aforesaid, an advertisement convening the said meeting indicating the day, the date, the place and time aforesaid and stating that copies of the said Scheme of reduction of capital, the statement Page 2 of 5 O/COMA/38/2015 ORDER 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 or at the office of its advocate i.e. Lalit Patel & Associates, 401, Shaival Plaza, Nr. Gujarat College, Ellisbridge, Ahmedabad - 380006, be inserted once in 'Business Standard', English edition and Jaihind', Gujarati edition, both published from Ahmedabad. Publication of the advertisement in the Gujarat Government Gazette is dispensed with.
6. In addition, at least 21 clear days before the date of the meeting of the shareholders to be held as aforesaid, a notice convening the said meeting, indicating the day, the date, the place and time aforesaid, together with a copy of the said Scheme of Reduction of Capital, a copy of the statement required to be furnished pursuant to section 393 of the Companies Act, 1956 and the prescribed Form of Proxy, shall be sent by prepaid letter post addressed to each of the shareholders of the applicant Company at their respective registered or last known addresses. The notice shall be sent to the shareholders of the applicant Company with reference to the list of members appearing on the record of the applicant Company as on date of this order.
7. The settling and/or approval of the advertisement, the form of Notice and the Statement to accompany the Notice by the Registrar of this Court is dispensed with.
8. Mr. Jitendra Mehta, the Director of the applicant Company, shall be the Chairman of the aforesaid meeting to be held on Friday, the 20th day of March, 2015 and in respect of Page 3 of 5 O/COMA/38/2015 ORDER any adjournment or adjournments thereof.
9. The Chairman appointed for the aforesaid meetings do issue the advertisement and send out the notices of the meeting referred to above. The Chairman is free to avail the services of the applicant Company or their officers or servants or agents or any other agency for carrying out the said direction. 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 aforesaid Scheme of reduction of capital or resolutions, if any, proposed at the aforesaid meeting by any person(s) and to ascertain the decision of the aforesaid meeting on the poll.
10. The quorum for the meeting of the shareholders shall be 5 persons present in person or as provided in the Articles of Association of the applicant Company or as provided under law.
11. The voting by proxy be permitted, provided that the proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting, is filed with the applicant Company at its registered office at 306, Sarthik Complex, Nr. Fun Republic, Iscon Cross Road, Satellite, Ahmedabad - 380015 not later than 48 hours before the respective meetings.
12. It is further directed that the Chairman do report to this Court the result of the said meeting within 14 days of the Page 4 of 5 O/COMA/38/2015 ORDER conclusion of the meeting, and the said report shall be verified by his affidavit.
13. The Company Application is disposed of accordingly.
( Harsha Devani, J. ) hki Page 5 of 5