Gujarat High Court
Arvind Retail Ltd.....Applicant(S) vs . .....Respondent(S) on 7 January, 2013
Author: R.M.Chhaya
Bench: R.M.Chhaya
ARVIND RETAIL LTD.....Applicant(s)V/S. .....Respondent(s) O/COMA/382/2012 ORDER IN THE HIGH COURT OF GUJARAT AT AHMEDABAD COMPANY APPLICATION NO. 382 of 2012 ================================================================ ARVIND RETAIL LTD.....Applicant(s) Versus . .....Respondent(s) ================================================================ Appearance: MRS SWATI SOPARKAR, ADVOCATE for the Applicant(s) No. 1 ================================================================ CORAM: HONOURABLE MR.JUSTICE R.M.CHHAYA Date : 07/01/2013 ORAL ORDER
Upon the application of the abovenamed Transferor company by summons dated 28th December 2012, filed under Sec. 391 to 394 read with Sec. 78, 100 to 103 of the Companies Act, 1956, upon hearing Smt. Swati Soparkar, learned advocate for the applicant company and upon reading of the affidavit dated 28th December 2012, 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),
1. It has been submitted that the Applicant Transferor Company is a closely held limited company. It has been pointed out that all the Equity Shareholders of the Applicant Company have given their approval to the scheme in form of the consent letters which are placed on record as Annex. D to the application. The certificates from a Chartered Accountant confirming the status of the Equity Shareholders as well as receipt of the written consents is also placed on record as Annex. E to the said application. In view of the same, the dispensation of the meeting of the Equity Shareholders is sought and the same is hereby granted.
2. However, the applicant has prayed to convene separate meetings of the Secured and Unsecured Creditors of the company to obtain their approval to the proposed scheme.
IT IS ORDERED:
3. That separate meetings of the Unsecured Creditors and Secured Creditors of the Applicant Company shall be convened and held at the Registered Office of the Applicant Company at Arvind Mills Premises, Naroda Road, Ahmedabad-380 025 in the state of Gujarat on Wednesday, the 20th February 2013 respectively at 11.00 a.m. and 12.00 noon or at the conclusion of the previous meeting whichever is later, for the purpose of considering and if thought fit, approving with or without modifications, the proposed scheme of Arrangement in the nature of amalgamation of Arvind Retail Limited with Arvind Lifestyle Brands Limited, as well as the Restructuring of capital of the Transferee Company as proposed between the Applicant Company and its creditors.
4. That at least 21 clear days before the meetings to be held as aforesaid, Notice convening the said meeting, 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 Creditors and Unsecured Creditors of the Applicant Company, at their last known address.
5. That at least 21 clear days before the meeting 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. 301, Shivalik-10, Opp. SBI Zonal Office, Nr. Old Excise Chowky, S.M. Road, Ambavadi, Ahmedabad 380 015 once each in the Indian Express, English daily and Gujarat Samachar, Gujarati daily (both Ahmedabad edition).
6. Shri Jagdish Dalal, the Authorised Officer of the Applicant Company and failing him Shri Jayesh Thakkar, the Authorised Officer of the Applicant Company, shall be the Chairman of the aforesaid meetings to be held on 20th February 2013 and in respect of any adjournment or adjournments thereof.
7. 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 meeting including an amendment to the Scheme or resolution, if any, proposed at the meetings by any person(s); adjourning the meeting to another day, if so required and to ascertain the decision of the meetings on a poll.
8. That the quorum for the meeting of Secured Creditors shall be 2 (Two) and Unsecured Creditors shall be 15 (Fifteen) of the unsecured creditors, present either in person or through proxy.
9. 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 Ahmedabad, not later than 48 hours before the said meeting.
10. That the value of the vote of each Secured Creditor and Unsecured Creditor of the Company shall be as per the entries in the books of accounts of the company and where the entries in the records are disputed, the Chairman of the meeting shall determine the value or number for the purposes of the meeting and his decision in that behalf would be final.
11. That the Chairman do report to this Court, the result of the said meetings within 14 days of the conclusion of the meetings and the said Report shall be verified by his affidavit.
12. The application is hereby disposed off.
(R.M.CHHAYA, J.) mrp Page 5 of 5