Gujarat High Court
Icenet Private Limited vs Respondent(S) on 7 November, 2016
Author: Abhilasha Kumari
Bench: Abhilasha Kumari
O/COMA/472/2016 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 472 of 2016
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ICENET PRIVATE LIMITED....Applicant(s)
Versus
.....Respondent(s)
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Appearance:
MR RAHUL DEV FOR M/S WADIAGHANDY & CO, ADVOCATE for the
Applicant(s) No. 1
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CORAM: HONOURABLE SMT. JUSTICE ABHILASHA
KUMARI
Date : 07/11/2016
ORAL ORDER
1. Heard Mr.Rahul Dev, learned advocate for M/s.Wadia Ghandy & Co., learned advocate for the applicant Company.
2. In this Company Application, the Applicant Company has prayed for directions for convening the meetings of the Equity Shareholders and Unsecured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification, the Scheme of Amalgamation Page 1 of 7 HC-NIC Page 1 of 7 Created On Tue Nov 08 00:20:58 IST 2016 O/COMA/472/2016 ORDER between Magic Engineers Private Limited (Transferor Company) and Icenet Private Limited (Applicant/ Transferee Company) and their respective shareholders and creditors.
3. It is further submitted that the Applicant Company does not have any Secured Creditors. The certificate confirming the status of the Creditors of the Applicant Company is annexed as Annexure - 'F' to the Application.
4. Upon reading the affidavit dated 20th October, 2016, 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, (Annexure 'D' being a copy of the proposed Scheme of Arrangement), and considering the aforementioned submissions, it is hereby Ordered that:
5. A meeting of the Equity Shareholders of the Applicant Company shall be convened and held at 905 Silicon Tower, Off. C.G. Road, Ahmedabad on 20th day Page 2 of 7 HC-NIC Page 2 of 7 Created On Tue Nov 08 00:20:58 IST 2016 O/COMA/472/2016 ORDER of December, 2016 at 11.00 A.M. for the purpose of considering and, if thought fit, approving with or without modification, the Scheme of Amalgamation between Magic Engineers Private Limited (Transferor Company) with Icenet Private Limited (Applicant/ Transferee Company) and their respective shareholders and creditors.
6. A meeting of the Unsecured Creditors of the Applicant Company shall be convened and held at 905 Silicon Tower, Off. C.G. Road, Ahmedabad on 20th day of December, 2016 at 12.00 P.M. for the purpose of considering and, if thought fit, approving with or without modification, the Scheme of Amalgamation between Magic Engineers Private Limited (Transferor Company) with Icenet Private Limited (Applicant/ Transferee Company) and their respective shareholders and creditors.
7. At least 21 clear days before the day appointed for the said meetings to be held, an advertisement convening the same and stating that the said Scheme of Amalgamation and the statement required to be Page 3 of 7 HC-NIC Page 3 of 7 Created On Tue Nov 08 00:20:58 IST 2016 O/COMA/472/2016 ORDER furnished pursuant to Section 393 of the Companies Act, 1956 and the prescribed Form(s) of Proxy can be obtained free of charge at the Registered Office of the Applicant Company or at the office of its advocate, be published once in the English daily newspaper "Business Standard" and the Gujarati daily newspaper "Jaihind", both Ahmedabad editions and that the publication of the notice of the said meetings in the Government Gazette is dispensed with.
8. In addition, at least 21 clear days before the said meetings to be held, notices convening the said meetings at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and the form of proxy, shall be sent by post addressed to each of the Equity Shareholders and Unsecured Creditors of the Applicant Company at their respective registered or last known address.
9. The settling and/or approval of the advertisements, the form of notices and the statement Page 4 of 7 HC-NIC Page 4 of 7 Created On Tue Nov 08 00:20:58 IST 2016 O/COMA/472/2016 ORDER to accompany the notice by the Registrar of this Court is dispensed with.
10. Mr. Chirag Mehta or failing him Mrs. Nandini Mehta shall be the Chairman of the said meetings of the Equity Shareholders and Unsecured Creditors of the Company to be held on 20th day of December, 2016, as aforesaid, or any adjournment or adjournments thereof. The Chairman appointed for the aforesaid meetings shall issue the 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 meetings including an amendment to the aforesaid Scheme of Amalgamation or resolutions, if any, proposed at the aforesaid meetings by any person(s).
11. The quorum for the meeting of the Equity Shareholders of the Applicant Company shall be 4 (Four) shareholders present in person or by proxy.
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O/COMA/472/2016 ORDER
12. The quorum for the meeting of the Unsecured Creditors of the Applicant Company shall be 2 (two) Unsecured Creditors present in person or by proxy.
13. The voting by proxy be permitted provided that a proxy in the prescribed form duly signed by the person entitled to attend and vote at the aforesaid meetings or by his authorized representative, is filed with the Applicant Company at its registered office not later than 48 hours before the time fixed for the respective meetings or subject to approval of the Chairman in case, if belated.
14. The value of each Equity Shareholder and Unsecured Creditor shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed the Chairman of the meeting shall determine such value for the purposes of the meeting and his decision in that behalf shall be final.
15. The Chairman of the aforesaid meetings shall report the result of the said meetings to this Court Page 6 of 7 HC-NIC Page 6 of 7 Created On Tue Nov 08 00:20:58 IST 2016 O/COMA/472/2016 ORDER by 27th December, 2016 and the said report shall be verified by his affidavit.
16. The application is, accordingly, disposed of.
(SMT. ABHILASHA KUMARI, J.) piyush Page 7 of 7 HC-NIC Page 7 of 7 Created On Tue Nov 08 00:20:58 IST 2016