Gujarat High Court
Kachchh Steels Private Limited vs Respondent on 11 March, 2015
Author: S.R.Brahmbhatt
Bench: S.R.Brahmbhatt
O/COMA/51/2015 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 51 of 2015
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KACHCHH STEELS PRIVATE LIMITED....Applicant
Versus
......Respondent
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Appearance:
MRS SWATI SOPARKAR, ADVOCATE for the Applicant
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CORAM: HONOURABLE MR.JUSTICE S.R.BRAHMBHATT
Date : 11/03/2015
ORAL ORDER
1. A Scheme of Arrangement in the nature of De-merger and transfer of Steel Division of Kachchh Steels Private Limited, the De-merged Company to Sanghi Design and Engineering Private Limited, the Resulting Company as well as Restructure of the share Capital of Kachchh Steels Private Limited is proposed under Sections 391 to 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956.
2. In this regard, the present application is filed by Kachchh Steels Private Limited, the Applicant De-merged Company. In the Judges' summons taken out, dated 9th March 2015, it has prayed for
(i) dispensation of meetings of Equity Shareholders, Secured creditors and Unsecured Creditors of Kachchh Steels Private Limited and (ii) dispensation of the procedure prescribed in Section 101(2) of the Companies Act and rules 48 to 65 of Companies (Court) Page 1 of 3 O/COMA/51/2015 ORDER Rules, 1959.
3. Heard learned advocate Ms. Swati Soparkar for the Applicant Company.
4. It has been submitted that the Applicant De-merged Company is a private limited company. All the Equity Shareholders, Secured Creditors as well as Unsecured Creditors of the Applicant Company have given their approval to the scheme in form of the consent letters which are placed on record respectively as Annexure 'D', 'E' and 'F' to the application. The certificates from a Chartered Accountant confirming the status of the Equity Shareholders and creditors as well as receipt of the written consents of all the Equity Shareholders, Secured Creditors and Unsecured Creditors are also placed on record collectively as Annexure 'G' to the said application. In view of the same, the dispensation of the meetings of the Equity Shareholders, Secured creditors and Unsecured Creditors is prayed for vide para (A) of the Judges Summons and the same is hereby granted.
5. Vide Para 12 of the Affidavit in support of the Judges' summons it has been submitted by the Applicant Company that the consequential Restructure of share capital in form of Reduction of Equity Share Capital as well as the utilization of Security Premium account of the Applicant Company is proposed as an integral part of the proposed Scheme of Page 2 of 3 O/COMA/51/2015 ORDER Arrangement and the same 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. It has been submitted that the approval granted to the present scheme by the Equity Shareholders of the Applicant Company vide their written consent letters refers specifically to their consent to the proposed Reduction of Capital as well. Hence, the same shall be treated as the Special Resolution as required under Section 78 and 100 of the Companies Act, 1956. It has been contended that the interests of the creditors of the Applicant Company are not in any way affected by such reduction. In view of this, considering the said submission, the procedure prescribed under Section 100 and 101(2) of the Companies act, 1956 as well as prescribed under rule 48 to 65 of the Companies (Court) Rules, 1959, are hereby dispensed with.
6. The application is hereby disposed of.
(S.R.BRAHMBHATT, J.) Pankaj Page 3 of 3