Gujarat High Court
Mayflower vs Respondent(S) on 30 September, 2010
Author: K. A. Puj
Bench: K.A.Puj
Gujarat High Court Case Information System
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COMA/284/2010 5/ 6 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 284 of 2010
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MAYFLOWER
WOMEN'S HOSPITAL PRIVATE LIMITED - Applicant(s)
Versus
.
- Respondent(s)
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Appearance
:
MRS
SANGEETA N PAHWA for
Applicant(s) : 1,
None for Respondent(s) :
1,
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CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date
: 30/09/2010
ORAL ORDER
The applicant herein is demerged company in a scheme of arrangement in the nature of demerger of Endo Infertility Division of Mayflower Women's Hospital Pvt. Ltd., into Sunflower Women's Endo Infertility and Hospital Pvt. Ltd.
By way of present application, the applicant seeks orders for dispensation of the meeting of the shareholders on the ground that all the shareholders of the applicant Company have given their consents in writing approving the scheme of arrangement. The list of shareholders is produced at page-66 and the consents of all the shareholders are produced at page 67-75. The applicant also seeks dispensation of meeting of the unsecured creditors on the ground that about 91.15% of the value of the unsecured creditors have also given their consents in writing approving the scheme of arrangement. It is submitted that this majority is much above the statutory majority as required under Section-391 of the Act. The list of the unsecured creditors including both the unsecured loan creditors and other unsecured creditors are produced at page 76 and 89 respectively. The consents of unsecured loan creditors are produced at page 78 to 88 whereas the consents of other unsecured creditors is produced at page 93 to 122. The applicant has also produced a certificate issued by M/s.V.V.Patel & Co., Chartered Accountants dated 28.9.2010 certifying that out of the total unsecured creditors having value of debt of Rs.44,51,238.10 the unsecured creditors having value of debt of Rs.40,57,317.60 which constitute about 91.15% have given their consents in writing approving the proposed scheme of demerger. So far as the secured creditors are concerned, the consents are not received and, therefore, applicant seeks appropriate orders to convene the meeting of the secured creditors.
Having heard the learned counsel for the applicant-company and on perusal of the affidavit dated 29.9.2010 filed in support of the Company Application for Judges' summons for directions and the documents produced on record, the following order is passed;
Considering the fact that all the shareholders of the applicant have given their consents in writing approving the scheme of arrangement, the meeting of the shareholders is ordered to be dispensed with. Similarly, so far as the unsecured creditors are concerned, as consents of the unsecured creditors having value of debt of about 91.15% which is much above the statutory majority as contemplated under Section-391 of the Act, the meeting of the unsecured creditors is also ordered to be dispensed with.
As regards the meeting of secured creditors is concerned, it is ordered that the meeting of the secured creditors of the above company shall be convened and held at Registered Office on Monday, the 25th day of October, 2010 at 11:00 a.m. for the purpose of considering and if thought fit, approving with or without modification, the Scheme of Arrangement proposed to be made between the applicant Company and resulting Company.
That the notice convening the said meeting be published once in the local daily Indian Express and Lok Satta-Jan Satta , both Ahmedabad Editions.
That in addition to the above, a notice convening the said meeting at the place and tie aforesaid, together with a copy of the said arrangement together with a copy of the statement required to be sent under Section-393 and the prescribed form of proxy, shall be sent by pre-paid letter post address to each of the secured creditors at their registered or last known address.
That Shri Pragnesh Joshi, Practicing Company Secretary and failing him Shri Swapnil K. Bhatt, Practicing Chartered Accountant shall be the Chairman of the meeting to be held on 11.10.2010 or in any adjourned meeting.
That the quorum for the meeting of secured creditors shall be two.
That the value of debt of the respective the secured creditors shall be in accordance with the books of the Company and where the entries in the books are disputed the Chairman shall determine the value for the purpose of the meeting.
And it is further ordered that the Chairman do report to this Court 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 publication of the notice in the Official Gazette is ordered to be dispensed with.
This application stands disposed of accordingly.
(K. A. PUJ, J.) kks Top