Gujarat High Court
Welspun Projects Limited vs Respondent(S) on 23 January, 2015
Author: Harsha Devani
Bench: Harsha Devani
O/COMA/28/2015 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 28 of 2015
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WELSPUN PROJECTS LIMITED....Applicant(s)
Versus
.......Respondent(s)
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Appearance:
MS DHARMISHTA RAVAL, ADVOCATE for the Applicant(s) No. 1
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CORAM: HONOURABLE MS.JUSTICE HARSHA DEVANI
Date : 23/01/2015
ORAL ORDER
1. This application is preferred by Welspun Projects Limited (hereinafter referred to as "the applicant transferee company or WPL") for the scheme of amalgamation and arrangement under sections 391 to 394 read with sections 100 to 103 and other applicable provisions of the Companies Act, 1956 between Welspun Enterprises Limited ("WEL" or ' first transferor company"), Welspun Infratech Limited ("WITL" or "second transferor company"), Welspun Plastics Private Limited ("WPPL" or "third transferor company), Welspun Infra Projects Private Limited ('WIPPL" or "fourth transferor company") and Welspun Projects Limited ("WPL" or "transferee company") and their respective shareholders and creditors. The application inter-alia seeks summons for directions for convening separate meetings of the equity shareholders, secured creditors and unsecured creditors of the applicant company.
Page 1 of 6O/COMA/28/2015 ORDER 2. Ms. Dharmishta Raval, learned advocate for the
applicant company submitted that the reduction of share capital of the applicant company shall be effected as integral part of the scheme and the same does not involve diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and it does not involve any compromise or arrangement with any of the creditors of any of the company. Accordingly, the applicant company has prayed for dispensation from following the procedure under section 101(2) of the Companies Act, 1956 and undertakes to pass a special resolution in the extraordinary general meeting of the equity shareholders for reduction of its equity share capital under sections 100 to 103 of the Companies Act, 1956 before filing of company scheme petition.
3. Having regard to the submissions advanced by the learned advocate for the applicant company and considering the documents produced along with the affidavit in support of the Judges' Summons, it is ordered :
(i) That separate meetings of the equity shareholders, secured creditors and unsecured creditors of the applicant company shall be convened and held at the registered office of the applicant company, that is, at Welspun City, Village Versamedi, Taluka Anjar, Anjar - 370 110, Gujarat on 2nd day of March, 2015 at 9.30 a.m., 10.30 a.m. and 11.30 a.m. respectively for the purpose of considering, and if thought fit, approving with or without modifications, the scheme of amalgamation and arrangement proposed Page 2 of 6 O/COMA/28/2015 ORDER to be made between the said company and the shareholders and creditors of the said company.
(ii) That at least 21 clear days before the meetings to be held as aforesaid, a Notice convening the said meetings, at the place and the time as aforesaid, together with a copy of the Scheme of Amalgamation and Arrangement, 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 Courier addressed to each of the equity shareholders, secured creditors and unsecured creditors at their respective registered or last known addresses. Further, the aforesaid documents may also be sent by e-mail to the registered e- mail address of the equity shareholders.
(iii) That at least 21 clear days before the day appointed for the meetings, an advertisement convening the same and stating that copies of the said Scheme of Amalgamation and Arrangement and of the statement required to be furnished and forms of proxy can be obtained free of charge at the registered office of the company or at the office of its advocate, that is, at 21/23 Laxmi Chambers, Navjeevan Press Road, Near Old High Court Railway crossing, Ahmedabad - 380014, Gujarat, be inserted once in each of the dailies viz. Gujarati daily 'Kutch Mitra', and English daily 'Times of India', Rajkot edition.
(iv) That Mr. Ram Gopal Sharma, Ex. CEO, LIC MF Asset Management Company failing him, Shri Atul Desai, Advocate & Partner - Kanga & Co., failing him, Shri Ashok Page 3 of 6 O/COMA/28/2015 ORDER Jain, Chartered Accountant, shall be Chairman of the meetings to be held on 2nd March, 2015 or in any adjourned meetings.
(v) That the Chairman appointed for the meetings do issue advertisement and send out the notices of the 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 meeting, including an amendment to the Scheme or resolution, if any, proposed at the meetings by any person(s); adjourning the meeting to another day, if so required and to ascertain the decision of the meetings on a poll.
(vi) That the quorum for the meetings of the equity shareholders shall be 5 equity shareholders, present either in person or through proxy. The quorum for the meetings of the secured creditors shall be 2 secured creditors, present either in person or through proxy. The quorum for the meetings of the unsecured creditors shall be 2 unsecured creditors, present either in person or through proxy.
(vii) That voting by proxy be permitted, provided that a proxy in the prescribed form and duly signed by the person entitled to attend and vote at the aforesaid meetings, or by his authorised representative, is filed with the company at its registered office not later than 48 hours before the meetings.
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(viii) That the value and number of the shares of each member shall be in accordance with the books/register of the applicant company and where the entries in the books/register are disputed, the Chairman of the meeting shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final.
(ix) That the value of the vote of each creditor shall be in accordance with the books of the company and where the entries in the books are disputed, the Chairman shall determine the value for the purposes of the meetings and his decision in that behalf would be final.
(x) That the Chairman do report to this Court, the result of the said meetings within 14 days of the conclusion of the meetings and the said Reports shall be verified by his affidavit.
4. The applicant company to pass the special resolution in the extraordinary general meeting of equity shareholders for reduction of its equity share capital under sections 100 to 103 of the Companies Act, 1956 before filing of the company petition and dispensation from following the procedure under sections 101 to 103 of the Companies Act, 1956 is granted.
5. The publication of the notice in the official gazette is ordered to be dispensed with.
6. The application is accordingly disposed of in the above terms.
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(HARSHA DEVANI, J.)
zgs
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