Gujarat High Court
Gvfl Limited vs Respondent(S) on 4 February, 2016
Author: Abhilasha Kumari
Bench: Abhilasha Kumari
O/COMA/50/2016 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 50 of 2016
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GVFL LIMITED....Applicant(s)
Versus
......Respondent(s)
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Appearance:
MR RAHUL DEV FOR M/S WADIAGHANDY & CO, ADVOCATE for the
Applicant(s) No. 1
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CORAM: HONOURABLE SMT. JUSTICE ABHILASHA
KUMARI
Date : 04/02/2016
ORAL ORDER
1. In this Company Application, the Applicant Company has prayed for directions for convening of the meeting of the Equity Shareholders of the Applicant Company for the purpose of considering and, if thought fit approving, with or without modification, the Scheme of Amalgamation between GVFL Advisory Services Limited (Transferor Company) and GVFL Limited (Applicant/ Transferee Company) and their respective shareholders and creditors.
2. Heard Mr.Rahul Dev, learned advocate for M/s.
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O/COMA/50/2016 ORDER
Wadia Ghandy & Co., on behalf of the applicant Company.
3. It has been submitted that the Applicant Company is the 100% holding company of the Transferor Company. It is further submitted that the Applicant Company does not have any Secured or Unsecured Creditors. The certificate confirming the status of the Creditors of the Applicant Company is annexed as Annexure - 'G' to the Application.
4. Upon perusal of the affidavit dated February 2,2016, filed in support of the Judges' Summons for directions and other relevant annexures attached in support of the contents of the affidavit filed by the deponent, (Annexure 'E' being a copy of the proposed Scheme of Arrangement), and considering the aforementioned submissions, it is hereby Ordered that:
5. A meeting of the Equity Shareholders of the Applicant Company shall be convened and held at "GVFL Limited - 1st Floor, Premchand House Annexe, Behind Popular House, Ashram Road, Ahmedabad - 380009 on 8th Page 2 of 6 HC-NIC Page 2 of 6 Created On Tue Feb 09 01:24:56 IST 2016 O/COMA/50/2016 ORDER day of March, 2016 at 11.30 A.M. for the purpose of considering and, if thought fit, approving with or without modification, the Scheme of Amalgamation between GVFL Advisory Services Limited (Transferor Company) with GVFL Limited (Applicant/ Transferee Company) and their respective shareholders and creditors.
6. At least 21 clear days before the day appointed for the said meetings to be held, an advertisement convening the same and stating that the said Scheme of Amalgamation and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and the prescribed Form(s) of Proxy can be obtained free of charge at the Registered Office of the Applicant Company or at the office of its advocate, be published once in the English daily newspaper "Business Standard", and the Gujarati daily newspaper "Jansatta", both Ahmedabad editions and that the publication of the notice of the said meeting in the Government Gazette is dispensed with.
7. In addition, at least 21 clear days before the Page 3 of 6 HC-NIC Page 3 of 6 Created On Tue Feb 09 01:24:56 IST 2016 O/COMA/50/2016 ORDER said meetings to be held, notices convening the said meetings at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and the form of proxy, shall be sent by post addressed to each of the Equity shareholders of the Applicant Company at their respective registered or last known addresses.
8. The settling and/or approval of the advertisements, the form of notices and the statement to accompany the notice by the Registrar of this Court is dispensed with.
9. Mrs. Mamta Verma or failing her Mr. Sanjay Kumar Randhar shall be the Chairman of the said meeting of the Equity shareholders of the Company to be held on 8th day of March, 2016 as aforesaid or any adjournment or adjournments thereof. The Chairman appointed for the aforesaid meetings shall issue the advertisement and send out the notices of the meetings referred to above. It is further directed that the Chairman of the meeting shall have all powers under the Articles of Page 4 of 6 HC-NIC Page 4 of 6 Created On Tue Feb 09 01:24:56 IST 2016 O/COMA/50/2016 ORDER 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 Amalgamation or resolutions, if any, proposed at the aforesaid meeting by any person(s).
10. The quorum for the said meeting of the Equity shareholders of the Applicant Company shall be 5 (five) shareholders present in person or by proxy.
11. The 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 aforesaid meetings or by his authorized representative, is filed with the Applicant Company at its registered office not later than 48 hours before the time fixed for the relevant meeting or subject to approval of the Chairman in case, if belated.
12. The value of each Equity shareholder shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed the Chairman of the meeting shall determine such value for Page 5 of 6 HC-NIC Page 5 of 6 Created On Tue Feb 09 01:24:56 IST 2016 O/COMA/50/2016 ORDER the purposes of the meeting and his decision in that behalf shall be final.
13. The Chairman of the aforesaid meeting shall report the result of the said meetings to this Court within 15th March, 2016 and the said report shall be verified by his affidavit.
14. The application is disposed of, accordingly.
(SMT. ABHILASHA KUMARI, J.) piyush Page 6 of 6 HC-NIC Page 6 of 6 Created On Tue Feb 09 01:24:56 IST 2016