Gujarat High Court
Digjam Limited vs Respondent(S) on 2 November, 2015
Author: Vipul M. Pancholi
Bench: Vipul M. Pancholi
O/COMA/331/2015 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 331 of 2015
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DIGJAM 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 MR.JUSTICE VIPUL M. PANCHOLI
Date : 02/11/2015
ORAL ORDER
1. The present Judge's Summons has been taken out by Digjam Limited, the Applicant Amalgamating Company for appropriate orders for holding the meeting of Equity Shareholders and dispensing with the meetings of the Preference Shareholder Secured Creditors and Unsecured Creditors of the Applicant Amalgamating Company for considering the Scheme of Amalgamation as annexed at Annexure "F" to the Application.
2. The affidavit filed in support of Judge's Summons by Mr.G.K.Sureka, the Company Secretary and Authorized Signatory of the Applicant Amalgamating Company, giving basic details of the incorporation, details of authorized, issued and subscribed capital as well as the Financial Statement of the Applicant Amalgamating Company. The objects are set out in Memorandum of Association and Salient features of the proposed Page 1 of 8 HC-NIC Page 1 of 8 Created On Wed Nov 04 02:36:33 IST 2015 O/COMA/331/2015 ORDER Scheme are highlighted.
3. It is submitted by Ms.Dharmishta Raval that the meeting of the Equity Shareholder of the Applicant Amalgamating Company for the purpose of considering and, if thought, for approving, with or without modification(s), the proposed Scheme of Amalgamation be convened and held at the registered office of the Applicant Amalgamating Company, that is, at Aerodrome Road, Jamnagar 361 006, Gujarat on 12th day of December,2015 at 10.00 a.m.
4. It is submitted by Ms.Dharmishta Raval that convening and holding the meeting of the Preference Shareholder of the Applicant Amalgamating Company for the purpose of considering and, if though fit, approving, with or without modification(s), the proposed Scheme of Amalgamation be dispensed with in view of the consent given by the Preference Shareholder. Copy of the consent letter is annexed at "Annexure-I" and a Certificate by the Chartered Accountant is annexed at "Annexure-H" certifying the list of Preference Shareholder.
5. It is submitted by Ms.Dharmishta Raval that the Applicant Amalgamating Company has only three secured creditors. It is submitted by Ms.Dharmishta Raval that that the meeting of the Secured Creditors of the Applicant Amalgamating Company for the purpose of considering and, if thought, for approving, with or without modification(s), the proposed Scheme of Page 2 of 8 HC-NIC Page 2 of 8 Created On Wed Nov 04 02:36:33 IST 2015 O/COMA/331/2015 ORDER Amalgamation be dispensed with in view of the fact that the Scheme does not provide for and does not envisage any liability of the secured creditors and no sacrifice is called for from the secured creditors and no compromise is offered to any of the secured creditors. Further, all the secured creditors of the Applicant Company will be paid in the ordinary course of business. It is submitted by Ms.Dharmishta Raval that the Applicant Company undertakes to send individual notices to all the three Secured Creditors and on receipt of the views/opinion of the secured creditors the same will be informed to this Hon'ble High Court.
6. It is submitted by Ms.Dharmishta Raval that convening and holding the meeting of the Unsecured Creditors of the Applicant Amalgamating Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation be dispensed with in view of the fact that the rights and the liability of the Unsecured Creditors will not be reduced or extinguished and no sacrifice is called for from the creditors and no compromise is offered to any of the Creditors. Further all the Creditors of the Applicant Company will be paid off in the ordinary course of business.
7. Having heard learned advocate Ms.Dharmishta Raval for the applicant and considered the documents produced along with the Judge's Summons with the Page 3 of 8 HC-NIC Page 3 of 8 Created On Wed Nov 04 02:36:33 IST 2015 O/COMA/331/2015 ORDER affidavit, the following is ordered:-
a. The meeting of the Equity Shareholders shall be convened and held at the registered office of the Applicant Amalgamating Company, that is, at Aerodrome Road, Jamnagar 361 006, Gujarat on 12th day December, 2015 at 10.00 a.m. for the purpose of considering, and if thought fit, approving with or without modifications, the Scheme of Amalgamation between the Applicant Amalgamating Company and Digjam Textiles Limited and their respective shareholders and creditors. b. That at least 21 clear days before the meeting to be held as aforesaid, a Notice convening the said meeting, at 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 ordinary post addressed to each of the equity shareholders at their respective registered or last known addresses.
c. That at least 21 clear days before the day
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appointed for the meeting, an advertisement of the notice for convening the same and stating that copies of the said Scheme of Amalgamation and of the explanatory 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. Gujarat daily 'Jansatta' and English daily 'Indian Express', Ahmedabad edition. d. That Shri. M.P.Sarda, Chartered Accountant, and in his absence Shri.B.B.Jhaveri, Advocate, and in his absence C Bhaskar, Managing Director of the Applicant Amalgamating Company shall be Chairman of the meetings to be held on 12th December,2015 or at any adjournment thereof. e. That the Chairman appointed for the meetings do issue advertisement and send out the notices of the meeting referred to above. It is further directed that the Chairman of the meeting shall have all powers under the Articles of Association Page 5 of 8 HC-NIC Page 5 of 8 Created On Wed Nov 04 02:36:33 IST 2015 O/COMA/331/2015 ORDER of the Applicant Amalgamating Company and under the Companies (Court) Rules,1959, in relation to conduct of meeting, including any 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 meeting on a poll. f. That the quorum for the meeting of the equity shareholders shall be 30 equity shareholders, present either in person or through proxy. g. 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 meeting, or by his authorized representative, is filed with the Company at its registered office not later than 48 hours before the meeting.
h. That the value and number of the shares of
each member shall be in accordance with the
books/register of the applicant amalgamating
company and where the entries in the
books/register are disputed, the Chairman of the
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meeting shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final.
i. 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. j. The meeting of the Preference Shareholder is dispensed with in view of the consent letter of the only Preference Shareholder and Chartered Accountant certificate certifying the list of Preference Shareholder.
k. That the meeting of the secured creditors is dispensed with in view of the fact that no compromise is offered to the secured creditors, however, the Applicant Amalgamating Company shall send individual notices to the secured creditors and on receipt of the view/opinion of the Secured Creditors this High Court shall be kept informed of the same.
l. The meeting of the Unsecured Creditors is dispensed with in view of submissions made in the Page 7 of 8 HC-NIC Page 7 of 8 Created On Wed Nov 04 02:36:33 IST 2015 O/COMA/331/2015 ORDER affidavit accompanying Company Application. m. Publication of notice in the Official Gazette is offered to be dispensed with.
8. Present application is allowed and disposed of in terms of above observations and directions.
(VIPUL M. PANCHOLI, J.) BD Songara Page 8 of 8 HC-NIC Page 8 of 8 Created On Wed Nov 04 02:36:33 IST 2015