Gujarat High Court
Aarti Industries Limited vs Respondent(S) on 24 December, 2014
Author: N.V.Anjaria
Bench: N.V.Anjaria
O/COMA/329/2014 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 329 of 2014
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AARTI INDUSTRIES LIMITED....Applicant(s)
Versus
......Respondent(s)
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Appearance:
NANAVATI ASSOCIATES, ADVOCATE for the Applicant(s) No. 1
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CORAM: HONOURABLE MR.JUSTICE N.V.ANJARIA
Date : 24/12/2014
ORAL ORDER
A Scheme of Amalgamation between Gogri & Sons Investments Private Limited, Alchemie Leasing and Financing Private Limited, Anushakti Holdings Limited, Anushakti Chemicals and Drugs Limited(the transferor companies) with Aarti Industries Limited (the transferee company), the applicant herein, is proposed and mooted.
1.1 In that connection, the applicant-transferee company has filed the present application, seeking, (i) direction regarding the method of convening, holding and conducting the meeting of the equity shareholders of the applicant company,
(ii) dispensation of holding of the meeting of the secured creditors, and (iii) dispensation of holding of the meeting of the unsecured creditors.
2. Heard learned advocate Mr. Nandish Chudgar for Nanavati Associates for the applicant company.
3. In the affidavit filed by one Sunil Dedhia, Page 1 of 5 O/COMA/329/2014 ORDER authorized signatory of the applicant company, in support of judge's summons, basic details of incorporation, share holdings etc. of the applicant company, are stated. The objects contained in the Memorandum of Association of the applicant company are set out and also highlighted silent features of the proposed Scheme.
4. With regard to first prayer, following directions are issued, 4.1 A meeting of the equity shareholders of Aarti Industries Limited, the applicant company be convened and held at the registered office of the applicant company at Plot Nos. 801, 801/23, Phase-III, G.I.D.C., Vapi 396 195, Dist. Valsad, Gujarat on 13th February, 2015, at 10:30 a.m. for the purpose of considering, and if thought fit, approving with or without modification, the arrangement embodied in the Scheme of Arrangement.
4.2 At least 21 (Twenty-one) clear days before the meeting of the equity shareholders of the applicant Company, an advertisement of notice convening the meeting indicating the day, the date, the place and time as aforesaid be published once each in English daily newspaper "Times of India", Ahmedabad Edition and the Gujarati daily newspaper "Gujarat Samachar", Surat Edition, both newspapers having circulation in Ahmedabad and Surat(Valsad) stating that copies of the said arrangement embodied in the Scheme of Arrangement, and of the statement required to be furnished pursuant to Section 393 of the Companies Page 2 of 5 O/COMA/329/2014 ORDER 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 at M/s. Nanavati Associates, B Block, Saytam Corporate Square, B/h. Rajpath Club, Bodakdev, Ahmedabad-380059 and that the publication of the notice of the said meeting in the Government Gazette is dispensed with.
4.3 At least 21(Twenty one) clear days before the said meeting of the equity shareholders to be held as aforesaid, notice convening the said meeting at the place and the time aforesaid, together with a copy of the said Scheme of Arrangement, a copy of the statement required to be sent under Section 393 of the Companies Act, 1956, and the form of proxy, shall be sent by regular post addressed to each of the equity shareholders of the applicant company at their registered or last known addresses.
4.4 Shri Rajendra V. Gogri, Chairman and Managing Director of the applicant company and, in his absence, Shri Rashesh C. Gogri, Vice Chairman and Managing Director of the applicant company, and, in his absence, Shri Kirit R. Mehta, Director of the applicant company, shall be the Chairman of the said meeting of the equity shareholders to be held on Friday 13th Day, February, 2015 at 10:30 a.m. as aforesaid of for any adjournment or adjournments thereof.
4.5 The Chairman appointed for the said meeting shall issue the advertisement and sent out the notice of the Page 3 of 5 O/COMA/329/2014 ORDER meeting as directed above.
4.6 The quorum for the meeting of the equity shareholders shall be 5(five) equity shareholders present in person or by proxy.
4.7 Voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the person entitled to attend the vote at the aforesaid meetings or by his authorized representative, shall be filed with the applicant company at its registered office at Plot Nos.801, 801/23, GIDC Estate, Phase-III, Vapi 396 195, Dist. Valsad, Gujarat 396 195, not later then 48 hours before the time fixed for the said meeting of the equity shareholders.
4.8 The Chairman of the aforesaid meeting shall report the result of the said meeting of equity shareholders to this court, within 14 (Fourteen) days of the conclusion of the said meeting and the said report shall be verified by his affidavit.
5. With reference to the second prayer for dispensing with the meeting of the secured creditors, learned advocate invited attention to the averments in the application in paragraphs-19 and 20. In paragraph- 19, it is mentioned that there are 18 secured creditors of the applicant company including a sole debenture holder having an outstanding balance of Rs.11,56,77,14,178/-. It is further stated that in the proposed Scheme, none of the secured creditors would be affected and the Scheme would not be in any way prejudicial to the interest of the creditors. It is stated that in the Post-Scheme scenario of the assets, Page 4 of 5 O/COMA/329/2014 ORDER the assets would be sufficient to discharge the liability. It is further stated that the financial position of the company is sound and the company is capable of meeting its liabilities. The Scheme does not envisage any compromise or arrangement with the secured creditors and there will be no dilution in the rights of the secured creditors.
5.1 Similar details are stated in paragraph-20 in respect of unsecured creditors that there are 2414 unsecured creditors of the applicant company having an outstanding balance of Rs.341,14,90,146/-. In respect of unsecured creditors, the Scheme is not going to adversely affect. Similar details about status of assets and for capability of the company to meet with the financial liabilities, post Scheme would apply.
6. In light of above facts stated and placed on record, the prayers could be granted. The requirement of holding of meetings of the secured creditors and unsecured creditors is hereby dispensed with.
7. Present application is allowed and disposed of in the aforesaid terms.
(N.V.ANJARIA, J.) chandrashekhar Page 5 of 5