Gujarat High Court
Labh vs Respondent(S) on 11 June, 2012
Author: Abhilasha Kumari
Bench: Abhilasha Kumari
Gujarat High Court Case Information System
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COMA/223/2012 6/ 6 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 223 of 2012
=========================================================
LABH
MARKETING PRIVATE LIMITED - Applicant(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
MR
NAVIN PAHWA FOR MRSS SANGEETA N PAHWA
for
Applicant(s) : 1,
None for Respondent(s) :
1,
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CORAM
:
HON'BLE
SMT. JUSTICE ABHILASHA KUMARI
Date
: 11/06/2012
ORAL
ORDER
1. Upon the application of the abovenamed Transferee company by summons dated 08.05.2012, filed under Section-391 of the Companies Act, 1956, and upon hearing Mr.Navin Pahwa, learned advocate for the applicant company and after perusal of the affidavit dated 08.05.2012, filed in support of the Judge's Summons for directions and other relevant annexures attached in support of the contents of the affidavit filed by the deponent, (Annexure-C being a copy of the proposed scheme of Arrangement):
2. The applicant Labh Marketing Private Limited is the Transferor Company in the Scheme of Amalgamation between Labh Marketing Private Limited and Camex Reality Private Limited. Earlier, the applicant had filed Company Application No.85/2012 seeking dispensation of the meeting of Equity Shareholders on the ground that all the Equity Shareholders had given their consent in writing, approving the Scheme of Amalgamation. It was submitted that there are no creditors of the Applicant Company. This Court, by order dated 27.02.2012 allowed the application seeking an order of dispensation of the meeting of the Equity Shareholders. However, this order was subject to the condition that the applicant places the relevant books of accounts before the Official Liquidator and obtains the Clearance Certificate from the Official Liquidator regarding the total number of shareholders, and a confirmation that there are no creditors. The order dated 27.02.2012, passed in Company Application No.85/2012, is annexed as Annexure-F to the present application.
3. Mr.Navin Pahwa, learned advocate for the applicant, does not press prayer-A made in the Judge's Summons with regard to the prayer for dispensing with the meeting of Equity Shareholders.
4. As regards obtaining the certificate from the office of the Official Liquidator, the learned advocate for the applicant has referred to the averments contained in paragraph-11 and 12 of the application, wherein it is stated that the applicant has produced the original Shareholders' Register and the relevant Books of Accounts before the Official Liquidator on 18.04.2012. However, till date, no official communication has been made by the Official Liquidator requiring the applicant to produce any document or register. It is also averred that lack of communication from the office of the Official Liquidator is resulting in delay in getting the Amalgamation of both the companies. In any case, the applicant has already produced the Certificate of the Chartered Accountant certifying that all the shareholders of the Company have given their consent in writing that there are no creditors of the Company. It is submitted by the learned advocate for the applicant that the applicant has thus made substantial compliance of the order dated 27.02.2012 of this Court, and in the above circumstances, it would be in the interest of justice to permit the applicant to hold the meeting of the Equity Shareholders by issuing consequential directions.
5. Having heard the learned advocate for the applicant and as the applicant has already produced the original Shareholders' Register and relevant Books of Accounts before the Official Liquidator on 18.04.2012, as all the Equity Shareholders have filed consent letters and the Chartered Accountant has also produced a Certificate in support of the consent letters, it is thus ordered :
(A) A meeting of the Equity Shareholders of the above company shall be convened and held at its Registered Office at 16.07.2012 on 12:00 Noon for the purpose of considering, and if thought fit approving, with or without modifications, the Scheme of Amalgamation proposed to be made between the applicant Company with the Transferee Company.
(B) That at least 21 clear days before the day appointed for the meeting, an advertisement convening the same stating that copies of the said compromise or arrangement and of the statement required to be furnished pursuant to Section-393 and forms of proxy, can be obtained free of charge at the registered office of the company or at the office of its advocate, be inserted once in the Gujarati Daily Newspaper 'Lok-Satta Jan-Satta' and English Daily Newspaper 'Indian Express' both having circulation in Ahmedabad.
(C) That in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the said Compromise or Arrangement, copy of the statement required to be furnished under Section-393 and the prescribed form of proxy, shall be sent by pre-paid letter post addressed to each of the Equity Shareholders at their registered or last known addresses.
(D) That Shri Chandraprakash Chopra, Director, and failing him Shri Devendra Chopra, Director, shall be the Chairman of the meeting to be held on 16.07.2012, or in any adjourned meeting.
(E) That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting referred to above.
(F) That the quorum for the meeting of the Equity Shareholders shall be five shareholders present in person or through proxy.
(G) That voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting, is filed with the company at its Registered Office, not later than 48 hours before the meeting.
(H) That the number of shares of the Equity Shareholders shall be in accordance with the books of the Company and, where the entries in the books are disputed, the Chairman shall determine the number of shares for the purpose of the meeting.
(I) And it is further ordered that the Chairman to 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.
(J) The publication of the notice in the official gazette is ordered to be dispensed with.
(K) Subject to the above observations and directions, the present application is disposed of.
(Smt. Abhilasha Kumari, J.) Gaurav+ Top