Gujarat High Court
Rmp vs Respondent(S) on 12 April, 2010
Author: M.R. Shah
Bench: M.R. Shah
Gujarat High Court Case Information System
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COMA/92/2010 5/ 7 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 92 of 2010
=========================================================
RMP
BEARINGS LIMITED - Applicant(s)
Versus
.
- Respondent(s)
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Appearance
:
MRS
SWATI SOPARKAR for
Applicant(s) : 1,
None for Respondent(s) :
1,
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CORAM
:
HONOURABLE
MR.JUSTICE M.R. SHAH
Date
: 12/04/2010
ORAL
ORDER
The present application is filed under section 391 to 394 read with sections 100 to 104 of the Companies Act, 1956, by the applicant Company for de-merger and transfer of its treasury Division to Texspin Bearings Limited and simultaneous de-merger and transfer of the treasury division to Texpin Bearings Limited to the applicant Company. Hence, the applicant is a de-merged company for de-merged undertaking No.2 and it is Resulting company for the de-merged undertaking No.1, as defined in the proposed scheme of Arrangement. The scheme also envisages the consequential Reduction of Capital of both the companies.
It has been submitted that the applicant is a closely held public limited company and all its Equity Shareholdersas well as the sole preference shareholders have given their written consent to approve the proposed scheme of Arrangement including the proposed Reduction of its capital. All the said consent letters of equity shareholders are placed on record as Annexure-D at page 51 to 59 and that of preference shareholder as Annexure-F at page 62 of the said application. Further, the certificates issued by the Chartered Accountant has confirmed the list of both equity and preference shareholders as per the register of the company and has also confirmed that all the shareholders of the company have given the requisite approval to the said scheme. The said certificates are also placed on record as Annexure-E at page 60 and as Annexure-G at page 63. It has been prayed that in view of the consent letters from all the Equity Shareholders and preference shareholders being placed on record, the meeting of the Equity Shareholders and Preference Shareholders of the applicant be dispensed with.
Considering the facts and circumstances and going through the consent letters as well as the certificates issued by the Chartered Accountant in this regard, the meeting of the Equity Shareholders and Preference Shareholders are hereby dispensed with. Upon the application of the abovenamed company by summons dtd.29/3/2010, and upon hearing Smt.Swati Soparkar, learned advocate for the applicant company and upon reading the affidavit dtd.26/3/2010 as well as additional affidavit dtd.2/4/2010 filed in support of Judges' Summons for directions and other relevant annexures attached in support of the contents of the affidavit filed by the deponent. (Exhibit-C being a copy of the proposed Composite Scheme of Arrangement).
IT IS FURTHER ORDERED:
[1] That separate meetings of the Secured Creditors as well as the Unsecured Creditors of the applicant Company be convened and held at the registered office of the Company at B-804, Shapath-IV, Opp.Karnavati Club, Sarkhej Gandhinagar Highway, Ahmedabad 380 051 on Tuesday, the 1st day of June 2010 respectively at 11.00 a.m. and 1.00 p.m. for the purpose of considering, and if thought fit, approving with or without modifications, the Scheme of Arrangement in the nature of simultaneous De-merger and transfer of Treasury Division of the Applicant Company to Texspin Bearings Limited and de-merger and Transfer of Texspin Bearings Limited to the applicant Company, as proposed between the applicant Company and the Creditors of the Applicant Company.
[2] At least 21 clear days before the meetings be held as aforesaid, Notice convening the said meetings, including 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 pre-paid letter posted under Certificate of Posting, addressed to each of the Secured Creditors and Unsecured Creditors of the applicant Company at their last known addresses.
[3] At least 21 clear days before the meetings to be held as aforesaid, Notice convening the said meetings indicating the day, the date, the place and the time as aforesaid be published, stating that copies of the Scheme of Arrangement, the Explanatory Statement 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 and/or its Advocate's office i.e. 301, Shivalik-10, Opp.SBI Zonal Office, S.M. Road, Ambavadi, Ahmedabad 380 015, once each in Indian Express, English daily (Ahmedabad Edition) and Sandesh, Gujarati daily (Ahmedabad Edition).
[4] Mr.J.N. Martins, Assistant Registrar, High Court of Gujarat, and in case of failing him, Mr.G.J. Jadeja, Deputy Registrar, High Court of Gujarat, shall be the Chairman of the aforesaid meetings and in respect of any adjournment or adjournments thereof.
[5] The Chairman appointed for the aforesaid meetings do issue advertisements and send out notices 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 if required and including 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.
[6] The quorum of the meeting of the Secured Creditors shall be 1 (one) and for the meetings of Unsecured Creditors shall be 5 (five) persons present in person or through proxy.
[7] 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 authorized representatives, is filed with the applicant Company at its registered office at Ahmedabad, nor later than 48 hours before the said meetings.
[8] That the value of the vote of each creditor of the Company shall be as per the books of accounts of the company and where the entries in the records are disputed, the Chairman of the meetings shall determine the value or number for the purposes of the meetings and his decision in that behalf would be final.
[9] The Chairman do report to this Court, the result of the said meetings within 21 days of the conclusion of the meetings and the said Report shall be verified by his affidavit.
[10] Further, considering that the consequential Reduction of Equity Share Capital of the applicant Company is proposed as an integral part of the scheme and the proposed reduction does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, the procedure prescribed in section 101(2) shall not apply and hence, the procedure prescribed under rule 48 to 65 of the Companies (Court) Rules 1959, is hereby dispensed with.
[11] The applicant Company to deposit an amount of Rs.10,000 (Rupees Ten Thousand only) with the registry of this Court within a period of Ten days at the first instance towards the probable cost/fee of the Chairman.
[M.R. SHAH, J.] rafik Top