Gujarat High Court
Welspun vs Respondent(S) on 6 May, 2011
Gujarat High Court Case Information System
Print
COMA/60320/2008 6/ 8 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 603 of 2008
=========================================================
WELSPUN
INDIA LIMITED - Applicant(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
MRS
SWATI SOPARKAR for
Applicant(s) : 1,
None for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date
: 28/11/2008
ORAL
ORDER
Leave to amend.
Upon the application of the abovenamed company by summons dated 26.11.2008, filed under Sections 391 to 394 read with Sections 78 and 100 to 104 of the Companies Act, 1956, upon hearing Smt. Swati Soparkar, advocate for the applicant company and upon reading of the affidavit dated 24.11.2008, 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 'C' being a copy of the proposed scheme of arrangement).
IT IS ORDERED :
That separate meetings of the secured creditors, unsecured creditors and equity shareholders of the applicant company shall be convened and held at the registered office of the company at Welspun City, Village Versamedi, Taluka Anjar, Dist. Kutch, Gujarat 370110 in the state of Gujarat on Tuesday, the 13.1.2008 respectively at 2:00 p.m. 3:00 p.m. and 4:00 p.m. for the purpose of considering and if thought fit, approving with or without modifications, the proposed scheme of arrangement in the nature of demerger and transfer of marketing division of Welspun India Ltd., to Welspun Global Brands Ltd., and its Investment & Treasury Division to Welspun Investments Ltd., and Restructure of Capital of all these companies.
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 Certificate of Posting, addressed to each of the equity shareholders, secured creditors and unsecured creditors of the applicant Company, at their last known address.
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 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, Aakanksha, opposite Vadilal House, Mithakhali, Navrangpura, Ahmedabad 380 009 once each in the India Express, English daily and Sandesh, Gujarati daily (both Saurashtra and Kutch edition).
Shri Murari Lal Mittal, the Executive Director (Finance) of the applicant Company, and failing him Shri Ram Gopal Sharma, the Director of the applicant company, shall be the Chairman of the aforesaid meetings to be held on 13.1.2009 and in respect of any adjournment or adjournments thereof.
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 Article of Association of the applicant company and under the Companies (Court) Rules, 1959 in relation to conduct of meetings including an amendment to the scheme or resolution, if any, proposed at any of the meetings by any person(s) and to ascertain the decision of the meeting on a poll.
That the quorum for all the meetings shall be 5 (five) members of the respective category, present in person.
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 meeting, or by his authorised representative, is filed with the applicant company at its registered office at Kutch, not later than 48 hours before the said meeting.
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 creditor shall be as per the books of accounts of the 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 meeting and his decision in that behalf would be final.
That the Chairman do report to this Court, the result of the said meeting within 14 days of the conclusion of the meeting and the said report shall be verified by his affidavit.
It has been submitted that the only preference shareholder of the company has given the written consent approving the proposed scheme of arrangement. The said preference shareholder has also given up the right to attend the meeting for the purpose of considering such resolution. He has also specifically consented that no shares shall be issued to him by the resulting companies on the proposed demerger. A certificate of a Chartered Accountant confirming the said status of preference shareholder has been placed on record. Under the circumstances, the meeting of the preference shareholders of the applicant 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.
It has been further submitted that the consequential reduction of share capital in form of utilization of share premium account 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 Section 100 and 101(2) of the Companies Act, 1956 are hereby dispensed with.
The application is hereby disposed off.
(K. A. PUJ, J.) kks Top