Gujarat High Court
Mastek Limited vs Respondent(S) on 22 January, 2015
Author: Harsha Devani
Bench: Harsha Devani
O/COMA/23/2015 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 23 of 2015
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MASTEK 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 MS.JUSTICE HARSHA DEVANI
Date : 22/01/2015
ORAL ORDER
ORDER ON SUMMONS FOR DIRECTIONS :
1. The applicant - Mastek Limited, De-merged Company, has filed this application by Summons dated 16 th January, 2015 filed under sections 391 to 394 read with sections 100 to 103 of the Companies Act, in a proposed Composite Scheme of Arrangement for Demerger of Insurance Products and Services Business of Mastek Limited to Minefields Computers Limited and further slump sale of Offshore Insurance Operations by Minefields Computers Limited to Majesco Software And Solutions India Private Limited, as proposed between the company and its shareholders and creditors.
2. Mrs. Swati Soparkar, learned advocate for the applicant Company has advanced submissions in respect of the reliefs for convening separate meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the applicant Page 1 of 6 O/COMA/23/2015 ORDER Company.
3. In paragraph 13 of the affidavit in support of the Judges' Summons, it has been stated that the applicant Company is a listed public limited company, under clause 24(f) of the list agreement, it had already approached the concerned stock exchanges, and the approvals / clearances obtained from both the BSE Limited and National Stock Exchange of India Limited are collectively annexed at Exhibit "G".
4. The attention of the Court was drawn to the submissions made in paragraph 14 of the affidavit in support of the Judges' Summons, wherein it had been contended that in view of the facts and circumstances narrated therein, it is not necessary for the applicant to comply with clause 5.16 (a) of the SEBI circulars (CIR/CFD/DIL/5/2013 dated February 4, 2013 and CIR/CFD/DIL/8/ 2013 dated May 21, 2013). The applicant Company has already submitted the requisite Undertaking and the Auditor's certificate to the SEBI, a copy of which is annexed herewith as Exhibit- "H" for immediate reference. In light of the above facts and circumstances, it is not necessary to give any specific directions to the applicant Company with regard to the procedure of postal ballot and e-voting for seeking approval from the public shareholders.
5. Whereas upon on reading of the affidavit dated 13 th January 2015, 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, (Exhibit 'E' being a copy of the proposed scheme of Arrangement), Page 2 of 6 O/COMA/23/2015 ORDER IT IS ORDERED :
(i) That separate meetings of the sole Secured Creditor, Unsecured Creditors and Equity Shareholders of the applicant Company shall be convened and held at the H. T. Parekh Hall on first floor, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad - 380 015, in the state of Gujarat on Thursday, the 5 th day of March 2015 respectively at 10.00 a.m., 10.30 a.m. and 12.00 noon, respectively for the purpose of considering and if thought fit, approving with or without modifications, the proposed Composite Scheme of Arrangement for Demerger of Insurance Products and Services Business of Mastek Limited to Minefields Computers Limited and further slump sale of Offshore Insurance Operations by Minefields Computers Limited to Majesco Software And Solutions India Private Limited, and its Shareholders and Creditors.
(ii) That at least 21 clear days before the day appointed for the meetings to be held as aforesaid, Notice convening the said meetings indicating the day, the date, the place and time as aforesaid be published, stating that copies of the Scheme of Arrangement, the Explanatory Statement are required to be furnished pursuant to section 393 of the Companies Act, 1956 and forms of proxy can be obtained free of charge at the registered office of the applicant Company and/or the office of its advocate i.e. 301, Shivalik-10, Opp. SBI Zonal Office, S. M. Road, Ambavadi, Ahmedabad 380 015 once each in the Ahmedabad Editions of the English Daily Indian Express, and Gujarati Daily Divya Bhaskar.Page 3 of 6
O/COMA/23/2015 ORDER
(iii) That in addition, at least 21 clear days before the meetings to 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 Arrangement, copy of the Explanatory Statement are 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 Equity Shareholders, Secured creditors and Unsecured Creditors of the Applicant Company, at their last known address. The lists of shareholders, secured creditors and unsecured creditors with their names and addresses shall be placed on record by the Applicant Company. A certificate shall be obtained from the Postal Dept. confirming the total number of dispatches so made.
(iv) Mr. S. Sandilya, Director of the Applicant Company, failing him Mr. Ashank Desai, Director of the Applicant Company and failing him Mr. Vankatesh Chakravarty, Director of the Applicant Company, shall be the Chairman of the aforesaid meetings to be held on 5th March 2015 and in respect of any adjournment or adjournments thereof.
(v) 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 of the meetings, and/or an amendment to the Scheme or resolution, if any, proposed at Page 4 of 6 O/COMA/23/2015 ORDER the meetings by any person(s) and to ascertain the decision of the meetings on a poll.
(vi) That the quorum for the said meetings shall be 1 (One) for the meeting of the Secured Creditor; 5 (Five) for the meeting of the Unsecured Creditors and 15 (Fifteen) for the meeting of Equity Shareholders and present in person or through authorized representative or through proxy.
(vii) That voting by proxy is permitted provided that the proxy in the prescribed form 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 Ahmedabad, not later than 48 hours before the said meeting.
(viii) That the value of the vote of each Equity shareholder of the Company shall be as per the entries in the Registers of the company and that of the creditors as per the entries in the books of accounts of the Applicant Company and where the entries in the records or registers 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.
(ix) And it is further ordered 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.
6. The application stands disposed of accordingly.
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(HARSHA DEVANI, J.)
parmar*
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