Gujarat High Court
Shroff Engineering Ltd (Sel) vs Respondent(S) on 7 January, 2014
Author: R.M.Chhaya
Bench: R.M.Chhaya
O/COMA/3/2014 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 3 of 2014
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SHROFF ENGINEERING LTD (SEL)....Applicant(s)
Versus
.....Respondent(s)
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Appearance:
MR SP MAJMUDAR, ADVOCATE for the Applicant(s) No. 1
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CORAM: HONOURABLE MR.JUSTICE R.M.CHHAYA
Date : 07/01/2014
ORAL ORDER
1. The present application has been preferred by Shroffs Engineering Ltd. under Sections 391 to 394 of the Companies Act, 1956 in the proposed Scheme of Demerger of Pumps Undertaking of the applicant Company to be transferred to Pluga Pumps and Motors Private Limited.
2. Heard Mr. S.P. Majmudar, learned advocate for the applicant Company. It is submitted that the Equity Shareholders holding 1000 shares or less are referred to as "Small Shareholders" of the applicant Company and Equity Shareholders holding more than 1000 shares are termed as "Other Shareholders".
Page 1 of 6O/COMA/3/2014 ORDER
3. Upon an application of the abovenamed Transferor Company by summons dated 24.12.2013 and upon hearing the learned advocate for the applicant Company and on perusal of the affidavit in support of the Judges summons for direction and other relevant documents affidavit dated 21.12.2013 other documents attached thereto including the contents of the affidavit filed by the Deponent as well as the proposed Scheme at AnnexureD as well as list of shareholders as on 30.11.2013 at AnnexureC;
IT IS ORDERED THAT:
4. Separate meetings of "Small Shareholders"
(shareholders holding 1000 shares or less) and "Other Shareholders" (shareholders holding more than 1000 shares) of the applicant Company shall be convened and held at 850/2, GIDC, Makarpura, Vadodara on 22.2.2014 at 10:00 a.m. and 11:30 a.m. respectively for the purpose of considering and if thought fit approving with or without modifications the proposed Scheme of Demerger of Pumps Undertaking of the applicant Company to be transferred to Pluga Pumps and Motors Private Limited.
5. Separate meetings of the Secured Creditors and Unsecured Creditors of the applicant Company shall be convened and held at 850/2, GIDC, Page 2 of 6 O/COMA/3/2014 ORDER Makarpura, Vadodara on 22.2.2014 at 02:30 p.m. and 05:00 p.m. respectively for the purpose of considering and if thought fit approving with or without modifications the proposed Scheme of Demerger of Pumps Undertaking of the applicant Company to be transferred to Pluga Pumps and Motors Private Limited.
6. That at least 21 clear days before the meetings be held, as aforesaid, a notice convening the said meetings, indicating the day, the date, the place and the time as aforesaid, together with a copy of the Scheme of Amalgamation, a 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 Secured Creditors and Unsecured Creditors of the Applicant Company, at their last known address. The said list of the Creditors with their names and addresses shall be placed on record by the Applicant Company. A Certificate shall be obtained from the Postal Department, confirming the total number of dispatches so made.
7. That at least 21 clear days before the meetings to be held as aforesaid, a notice convening the said meetings indicating the day, the date, place and time as aforesaid be published, Page 3 of 6 O/COMA/3/2014 ORDER stating that copies of the Scheme of Amalgamation, 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 from the Registered Office of the Applicant Company and/or at its Advocate's office, once each in "Indian Express", English Daily and "Sandesh", Gujarati Daily both Vadodara Editions.
8. Shri Praful M. Saraiya, Chairman and Managing Director of the applicant Company and failing him Shri Harshad M. Joshi, the WholeTime Director of the applicant Company shall be the Chairman of the aforesaid meetings to be held, as mentioned above, and in respect of any adjournment or adjournments thereof.
9. The Chairman appointed for the aforesaid meetings shall 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 amendment to the Scheme or Resolution, if any, proposed at any of the meetings by any person(s); adjourning any of the meetings to another day, if so required and Page 4 of 6 O/COMA/3/2014 ORDER to ascertain the decision of the meetings on a poll.
10. The quorum for the meeting of the Secured Creditors shall be 2 (two) as there are only 2 Secured Creditors and the quorum for rest of the meetings shall be 5 (Five) Authorized Representatives each present in person or by proxy.
11. 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 Representative, is filed with the Applicant Company at its Registered Office, not later than 48 hours before the said meetings.
12. 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 or books 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.
13. 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.
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14. The Company Application is, hereby, disposed of.
(R.M.CHHAYA, J.) mrp Page 6 of 6