Gujarat High Court
Arvind Fashion Brands Limited vs Respondent(S) on 2 September, 2016
Author: R.M.Chhaya
Bench: R.M.Chhaya
O/COMA/392/2016 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 392 of 2016
With
COMPANY APPLICATION NO. 399 of 2016
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ARVIND FASHION BRANDS LIMITED....Applicant(s)
Versus
.....Respondent(s)
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Appearance:
MRS SWATI SOPARKAR, ADVOCATE for the Applicant(s) No. 1
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CORAM: HONOURABLE MR.JUSTICE R.M.CHHAYA
Date : 02/09/2016
COMMON ORAL ORDER
1. The above referred application No. 392 of 2016 has been filed by the abovenamed Applicant Transferor company by summons dated 22nd August 2016, filed under Sec. 391 to 394 of the Companies Act, 1956, in a proposed Scheme of Amalgamation of Arvind Fashion Brands Limited, the Applicant Transferor Company with Arvind Lifestyle Brands Limited; as proposed between the Applicant Company and its Shareholders and Creditors. Further, the amendment application has been filed by summons dated 30th August 2016 with prayers to amend the original prayers in light of changed circumstances. Smt. Swati Soparkar, advocate appears for the applicant company. The submissions are made for (i) praying for dispensation of the meeting of the Equity Shareholders of the Applicant Company; and (ii) seeking directions for convening meeting of the Unsecured Creditors of the Applicant Company;
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O/COMA/392/2016 ORDER
2. It has been submitted that all the Equity Shareholders of the Company have approved the scheme in form of the written consent letters. All these consent letters are annexed with the Application respectively 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 and considering the facts and circumstances and the submissions, the same is hereby granted.
3. The applicant had originally prayed to convene separate meetings of the Secured Creditors and Unsecured Creditors of the company to obtain their approval to the proposed scheme. However, vide the amendment application it has been pointed out that there are no Secured Creditors of the Applicant Company as on date as substantiated vide the certificate from Chartered Accountant annexed to the said amendment application. Considering the facts and circumstances, the amendment application is hereby granted and the prayers are permitted to be amended accordingly.
4. It has been submitted that since the major operations of the Applicant Company are based out of Bangalore, and the unsecured creditors are based at Bangalore, the meeting of the Unsecured Creditors be permitted to be convened in Bangalore.
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O/COMA/392/2016 ORDER
IT IS ORDERED:
5. That a meeting of the Unsecured Creditors of the Applicant Company shall be convened and held at Arvind Lifestyle Brands Limited, Du Parc Trinity, 6th Floor, 17, M G Road, Bangalore560001 in the state of Karnataka on Wednesday, the 19th October 2016 at 12.00 noon, for the purpose of considering and if thought fit, approving with or without modifications, the proposed scheme of Amalgamation of Arvind Fashion Brands Limited with Arvind Lifestyle Brands 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, indicating 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 Registered Post, addressed to each of the Unsecured Creditors of the Applicant Company, at their last known address.
7. That at least 21 clear days before the meeting to be held as aforesaid, Notice convening the said meeting indicating the day, the date, the place and time as aforesaid be published, stating that copies of the Scheme of Arrangement, the Explanatory Statement Page 3 of 5 HC-NIC Page 3 of 5 Created On Mon Sep 05 00:56:23 IST 2016 O/COMA/392/2016 ORDER 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, Ahmedabad 380 015 once each in the Indian Express, English daily and KannadPrabha, Kannad daily (both Bangalore edition).
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 19th October 2016 and in respect of any adjournment or adjournments thereof.
9. That the Chairman appointed for the aforesaid meeting do issue advertisements and send out 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 or resolution, if any, proposed at the meetings by any person(s); adjourning the meeting/s 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 Page 4 of 5 HC-NIC Page 4 of 5 Created On Mon Sep 05 00:56:23 IST 2016 O/COMA/392/2016 ORDER 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, and/or at the office of the Transferee Company at Bangalore not later than 48 hours before the said meeting.
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 do report to this Court, the result of the said meetings within 30 days of the con clusion of the meeting and the said Report shall be verified by his affidavit.
14. The application is hereby disposed off.
(R.M.CHHAYA, J.) mrp Page 5 of 5 HC-NIC Page 5 of 5 Created On Mon Sep 05 00:56:23 IST 2016