Gujarat High Court
Ajanta vs Respondent(S) on 25 August, 2011
Author: K.M.Thaker
Bench: K.M.Thaker
Gujarat High Court Case Information System
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COMA/429/2011 5/ 5 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 429 of 2011
=========================================
AJANTA
MANUFACTURING LIMITED
Versus
.
- Respondent(s)
=========================================
Appearance
:
MRS SWATI SOPARKAR for
Applicant
None for
Respondent
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CORAM
:
HONOURABLE
MR.JUSTICE K.M.THAKER
Date
: 25/08/2011
ORAL
ORDER
Upon the application of the above-named company by summons dated 23.08.2011, upon hearing Mrs.Swati Soparkar, learned advocate for the applicant - company and upon hearing of the affidavit dated 20.08.2011 filed in support of the Judges' Summons for directions and other relevant annexures attached in support of the contents of the affidavit filed by the deponent, it is ordered -
[1] It has been submitted that the written consents given by all the Equity Shareholders of the applicant- company are placed on record along with the certificate from the Chartered Accountant which confirms the unanimous approval by all the Equity Shareholders of the applicant - company to the proposed Composite Scheme of Arrangement in nature of De-merger and transfer of the de-merged undertaking viz. the Ceramic Division of Ajanta Manufacturing Limited, the applicant - company to Oreva Ceramic Private Limited (the resulting company), and the consequential reduction of capital of Ajanta Manufacturing Limited, as proposed between the applicant - company and the shareholders of the applicant - company. In view of this, the meeting of the Equity Shareholders of the applicant De-merged company, as required to be held under provisions of Section 391(2) of the Companies Act, 1956, is not necessary to be held and is hereby dispensed with.
[2] That separate meetings of the Secured Creditors and Unsecured Creditors of the applicant - company shall be convened and held at the registered office of the applicant - company at Ajanta Corporate House, 8-A, National Highway, Morbi - 363642 in the State of Gujarat, on Friday the 30th day of September 2011 at 11.00 a.m. And 12.00 noon respectively, for the purpose of considering, and if thought fit, approving with or without modifications, the Composite Scheme of Arrangement in nature of De-merger and transfer of the de-merged undertaking viz. the Ceramic Division of Ajanta Manufacturing Limited, the applicant- company to Oreva Ceramic Private Limited (the resulting Company), and the consequential reduction of share capital of Ajanta Manufacturing Limited, as proposed between the applicant - company and the creditors of the applicant - company.
[3] That at least 21 clear days before the meeting 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 pre-paid letter posted under Book Post, addressed to each of the Secured Creditors and Unsecured Creditors of the applicant - company at their last known address.
[4] That at least 21 clear days before the meeting to be held as aforesaid, Notice convening the said meeting indicating the day, the date and 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. 204, Akanksha, Opposite Vadilal House, Mithakhali, Navrangpura, Ahmedabad 380 009 once each in Indian Express (Ahmedabad Edition) and Divya Bhaskar (Rajkot edition).
[5] Shri Jaysukhbhai Patel, the Managing Director of the applicant - company or failing him Shri Chintan Bhalodia, the Director of the applicant - company, shall be the Chairman of the aforesaid meetings to be held on 30th September 2011 and in respect of any adjournment or adjournments thereof.
[6] That the Chairman appointed for the aforesaid meetings do 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 adjournment, if so required, and including an amendment to the Scheme or resolution, if any, proposed at the meeting by any person(s) and to ascertain the decision of the meeting on a poll.
[7] That the quorum shall be 2 (two) creditors, present through authorized representative, for the meeting of the Secured Creditors, and shall be 10 (ten) creditors present in person, through authorized representative or through proxy, for the meeting of the Unsecured Creditors.
[8] 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 meetings, or by his authorised representative, is filed with the applicant - company at its registered office at Morbi, not later than 48 hours before the said meetings.
[9] That the value of the vote of each creditor of the company shall be as per the entries in the books 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.
[10] 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 Report shall be verified by his affidavit.
[11] It has been further submitted that the consequential reduction of share capital of the applicant - company is proposed as an integral part of the proposed Scheme of Arrangement. Further, the proposed reduction does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital and the order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Companies Act confirming the reduction. The special resolution that may be passed at the meeting approving the scheme by the shareholders of the applicant - company, shall be treated as the Special Resolution as required under Section 100 of the Companies Act, 1956. In view of this, the procedure prescribed under Sections 100 and 101(2) of the Companies Act, 1956 are dispensed with.
[12] The application is disposed of.
[ K. M. THAKER, J. ] vijay Top