Gujarat High Court
Amazon Textile Private Limited vs Respondent(S) on 27 April, 2016
Author: Abhilasha Kumari
Bench: Abhilasha Kumari
O/COMA/200/2016 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 200 of 2016
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AMAZON TEXTILE PRIVATE 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 SMT. JUSTICE ABHILASHA KUMARI
Date : 27/04/2016
ORAL ORDER
1. A Scheme of Arrangement in the nature of De merger and Transfer of Manufacturing Undertaking of Amazon Textiles Private Limited to Abeer Textiles Private Limited is proposed under Sections391 to 394 of the Companies Act, 1956.
2. Leave to amend is sought in order to place on record a copy of the certificate from the Chartered Accountant confirming that there are no Secured Creditors of the Applicant Company, as on date. It has been submitted that though the said certificate has been referred to in the affidavit, it has been missed out due to oversight. Leave is hereby granted to place the same on record during the course of the day.
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O/COMA/200/2016 ORDER
3. The present application is filed by Amazon Textiles Private Limited, the Applicant Demerged company. In the Judges' Summons taken out, dated 21st April 2016, it has prayed for (i) dispensation of the meeting of the Equity Shareholders of the Applicant Company; and (ii) seeking directions for convening the meeting of the Unsecured Creditors of the Applicant Company.
4. 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 the consent letters from all of them is annexed as Exhibit'E'. In view of the same, dispensation is sought from convening the meetings of the Equity Shareholders of the Applicant Company. Considering the facts and circumstances and the submissions advanced, the same is hereby granted.
5. It has been submitted that there are no Secured Creditors as confirmed by the certificate from the Page 2 of 6 HC-NIC Page 2 of 6 Created On Sat Apr 30 01:40:36 IST 2016 O/COMA/200/2016 ORDER 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.
IT IS ORDERED:
6. That a meeting of the Unsecured Creditors of the Applicant Company shall be convened and held at Arvind Premises, Naroda Road, Ahmedabad380025 in the State of Gujarat on Monday, the 13th June 2016 at 10.00 a.m., for the purpose of considering and if thought fit, approving with or without modifications, the proposed Scheme of Arrangement in the nature of De merger and Transfer of the Manufacturing Undertaking of Amazon Textiles Private Limited to Abeer Textiles Private Limited, as proposed between the Applicant Company and its creditors.
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 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 Page 3 of 6 HC-NIC Page 3 of 6 Created On Sat Apr 30 01:40:36 IST 2016 O/COMA/200/2016 ORDER Companies Act, 1956 and the prescribed Form of Proxy shall be sent by a courier, addressed to each of the Unsecured Creditors of the Applicant Company, at their last known address. A list of the creditors with their names and addresses shall be placed on record.
8. 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 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, Ahmedabad380015 once each in the English daily newspaper 'Indian Express' and the Gujarati daily newspaper 'Gujarat Samachar', both Ahmedabad editions.
9. Shri Ramnik Bhimani, the Authorised Officer of the Applicant Company and failing him Shri Jayesh Thakkar, the Authorised Officer of the Applicant Page 4 of 6 HC-NIC Page 4 of 6 Created On Sat Apr 30 01:40:36 IST 2016 O/COMA/200/2016 ORDER Company, shall be the Chairman of the aforesaid meeting to be held on 13th June 2016 and in respect of any adjournment or adjournments thereof.
10. That the Chairman appointed for the aforesaid meeting shall 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 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.
11. 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.
12. 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 Page 5 of 6 HC-NIC Page 5 of 6 Created On Sat Apr 30 01:40:36 IST 2016 O/COMA/200/2016 ORDER 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.
13. 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.
14. 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.
15. The application is disposed of.
(SMT. ABHILASHA KUMARI, J.) Gaurav+ Page 6 of 6 HC-NIC Page 6 of 6 Created On Sat Apr 30 01:40:36 IST 2016