Gujarat High Court
Arvind Envisol Private Limited vs Appearance on 16 February, 2016
Author: Abhilasha Kumari
Bench: Abhilasha Kumari
O/COMA/59/2016 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 59 of 2016
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ARVIND ENVISOL PRIVATE LIMITED....Applicant(s)
Versus
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Appearance:
MRS SWATI SOPARKAR, ADVOCATE for the Applicant(s) No. 1
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CORAM: HONOURABLE SMT. JUSTICE ABHILASHA KUMARI
Date : 16/02/2016
ORAL ORDER
1 This application is filed by the above named Applicant Transferor Company by summons dated 12th February 2016, filed under Secs.391 to 394 of the companies Act, 1956, in a proposed Scheme of Amalgamation of Arvind Envisol Private Limited, the Applicant Transferor Company with Arvind Accel Limited, as proposed between the Applicant Company and its Shareholders and Creditors.
2 Smt. Swati Soparkar, advocate appears for the applicant company. Submissions are made (I) praying for the dispensation of the meetings of the Equity Page 1 of 6 HC-NIC Page 1 of 6 Created On Thu Feb 18 02:13:48 IST 2016 O/COMA/59/2016 ORDER Shareholders of the Applicant Company and (ii) seeking directions for convening the meeting of the Unsecured Creditors of the Applicant Company.
3 It has been submitted that all the Equity Shareholders of the Company have approved the Scheme in the form of written consent letters. All these consent letters are annexed with the Application as Exhibit'D'. The certificate confirming the status of the Shareholders as well as the receipt of consent letters from all of them, is annexed as Exhibit'E'. In view of the same, dispensation is sought from convening the meeting of the Equity Shareholders of the Applicant Company. Considering the above facts and circumstances and the submissions advanced, the same is hereby granted.
4 It has been submitted that there are no Secured Creditors as confirmed by the certificate from the Chartered Accountant. However, the applicant has prayed to convene a meeting of the Unsecured Creditors of the company to obtain their approval to the proposed Scheme. In view of the above, the following Page 2 of 6 HC-NIC Page 2 of 6 Created On Thu Feb 18 02:13:48 IST 2016 O/COMA/59/2016 ORDER order is passed:
5 That a meeting of the Unsecured Creditors of the Applicant Company shall be convened and held at Arvind Premises, Naroda Road, Ahmedabad380 025 in the State of Gujarat on Saturday, the 26th March 2016 at 11:00 a.m., for the purpose of considering and if thought fit, approving with or without modifications, the proposed Scheme of Amalgamation of Arvind Envisol Private Limited with Arvind Accel limited, as proposed between the Applicant Company and its Creditors. 6 That at least 21 clear days before the meeting to be held as aforesaid, Notice convening the said meeting, indicting 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 prepaid letter posted under Book Post, addressed to each of the Unsecured Creditors of the Applicant Company, at their last known addresses.
7 That at least 21 clear days before the meeting to
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be held as aforesaid, Notice convening the said meetings indicating the day, the date, the place and 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 at its Advocate's Office i.e. 301, Shivalik10, Opp. SBI Zonal Office, Nr. Old Excise Chowky, S.M.Road, Ambavadi, Ahmedabad380 015 once each in the "Indian Express", English daily newspaper, and "Gujarat Samachar", Gujarati daily newspaper (both Ahmedabad editions). 8 Shri Ramnik Bhimani, the Authorised Officer of the Applicant Company and failing him Shri Jayesh Thakkar, the Authorised Officer of the Applicant Company, shall be the Chairman of the aforesaid meeting to be held on 26th March 2016 and in respect of any adjournment or adjournments thereof. 9 That the Chairman appointed for the aforesaid meeting shall issue advertisements and send out Page 4 of 6 HC-NIC Page 4 of 6 Created On Thu Feb 18 02:13:48 IST 2016 O/COMA/59/2016 ORDER notices of the said meeting referred to above. 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 Scheme of resolution, if any, proposed at the meeting by any person(s), adjourning the meeting to another day, if so required and to ascertain the decision of the meetings on a poll.
10 That the quorum for the said meeting of the Unsecured Creditors shall be 5 (five) of the Unsecured Creditors, present either in person or through authorized representative or through proxy. 11 That 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 meeting, or by his authorised representative, is filed with the Applicant Company at its registered office at Ahmedabad, not later than 48 hours before the said meeting.
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12 That the value of the vote of each Unsecured
Creditor of the Company shall be as per the entries in the books of accounts of the company and where the entries in the records are disputed, the Chairman of the meeting shall determine the value or number for the purposes of the meeting and his decision in that behalf would be final.
13 That the Chairman shall report to this Court, the result of the said meetings within 14 days of the conclusion of the meetings and the said Report shall be verified by his affidavit.
14 The application is hereby disposed of.
(SMT. ABHILASHA KUMARI, J.) Bimal Page 6 of 6 HC-NIC Page 6 of 6 Created On Thu Feb 18 02:13:48 IST 2016