Gujarat High Court
Torrent Energy Limited vs Respondent(S) on 24 February, 2015
Author: Harsha Devani
Bench: Harsha Devani
O/COMA/42/2015 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO.42 of 2015
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TORRENT ENERGY 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 : 24/02/2015
ORAL ORDER
1. A composite Scheme of Amalgamation of two group companies namely, Torrent Energy Limited and Torrent Cables Limited with Torrent Power Limited, the Transferee Company is proposed under sections 391 to 394 of the Companies Act, 1956. In this regard, the applicant has taken out a Judges' Summons seeking (1) dispensation of convening meeting of the equity shareholders of the applicant Company and (2) directions for convening separate meetings of the Secured Creditors and Unsecured Creditors of the applicant Company for the purpose of considering and approving the proposed Scheme of Arrangement.
2. Mrs. Swati Soparkar, learned advocate for the applicant Company submitted that the applicant - Transferor Company is a wholly owned subsidiary of Torrent Power Limited, the Transferee Company. It is submitted that all the equity shareholders have given their approval to the Scheme Page 1 of 5 O/COMA/42/2015 ORDER in the form of consent letters which are placed on record as Exhibit 'D' to the application. Certificates of a Chartered Accountant confirming the status of equity shareholders as well as receipt of written consents from all of them has also been placed on record as Exhibit 'E' to the application. It is accordingly submitted that the meeting of the equity shareholders be dispensed with and the applicant be permitted to convene separate meetings of the Secured Creditors and Unsecured Creditors of the company to obtain their approval to the proposed Scheme.
3. Having regard to the fact that the equity shareholders have given their approval to the proposed Scheme of Amalgamation in the form of consent letters, the meeting of the equity shareholders is hereby dispensed with.
4. As regards the prayer seeking direction to convene separate meetings of the Secured Creditors and Unsecured Creditors, it is ordered as follows:-
5. That a meeting of the Unsecured Creditors of the Applicant Company shall be convened and held at the J.B. Auditorium, Torrent-AMA Centre, Ahmedabad Management Association, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad 380 015, in the State of Gujarat on Thursday, the 30 th day of April, 2015 at 12.30 p.m., for the purpose of considering and if thought fit, approving with or without modifications, the proposed Composite Scheme of Amalgamation of Torrent Energy Limited, the applicant Transferor Company-1 with Torrent Power Limited, the Transferee Company; as proposed between the company and its Unsecured Creditors.
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6. That a meeting of the Secured Creditors of the applicant Company shall be convened and held at the registered office of the applicant Company at Torrent House, Off Ashram Road, Ahmedabad - 380 009, in the State of Gujarat on Friday, the 1st day of May, 2015 at 9.30 a.m., for the purpose of considering and if thought fit, approving with or without modifications, the proposed Composite Scheme of Amalgamation of Torrent Energy Limited, the applicant Transferor Company-1 with Torrent Power Limited, the Transferee Company; as proposed between the company and its Secured Creditors.
7. That at least 21 clear days before the meetings to be held as aforesaid, 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 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 Creditor and Unsecured Creditor of the applicant Company, at their last known address. The complete lists of secured creditors and unsecured creditors to whom the service of notice is effected, with their names and addresses shall be placed on record by the applicant Company. A certificate shall be obtained from the Postal Department confirming the total number of dispatches so made.
8. That at least 21 clear days before the meetings to be held as aforesaid, Notice convening the said meetings Page 3 of 5 O/COMA/42/2015 ORDER indicating the day, the date, 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. 301, Shivalik-10, Opp. SBI Zonal Office, S.M. Road, Ambavadi, Ahmedabad 380 015 once each in the English daily 'Times of India' and the other in Gujarati dailies 'Gujarat Samachar' and 'Sandesh', Ahmedabad Editions.
9. Shri Jinal Mehta, the Chairman of the applicant Company, and failing him Shri Sanjay Dalal, the Director & CEO of the applicant Company, and failing him Shri Deepak Dalal, the Director of the applicant Company, shall be the Chairman of the aforesaid meetings to be held respectively on 30 th April, 2015 and 1st May, 2015 and in respect of any adjournment or adjournments thereof.
10. 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 the meetings by any person(s) and to ascertain the decision of the meetings on a poll.
11. That the quorum for the said meetings shall be 5 Page 4 of 5 O/COMA/42/2015 ORDER (Five) for the meeting of the Unsecured Creditors and 2 (Two) for the meeting of the Secured Creditors of persons present in person or through authorized representative or through proxy.
12. 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 Ahmedabad not later than 48 hours before the said meeting.
13. That the value of the vote of each creditor of the Company shall be as per the entries in the books of accounts of the applicant Company and where the entries in the records are disputed, the Chairman of the meetings shall determine the value for the purposes of the meetings and his decision in that behalf would be final.
14. That the Chairman appointed for the meetings do report to this Court, the result of the said meetings within 40 days of the conclusion of the meetings and the said Report shall be verified by his affidavit.
15. The application is hereby disposed of.
( Harsha Devani, J. ) hki Page 5 of 5