Gujarat High Court
Troikaa Pharmaceuticals Limited vs Respondent(S) on 2 November, 2015
Author: Vipul M. Pancholi
Bench: Vipul M. Pancholi
O/COMA/334/2015 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 334 of 2015
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TROIKAA PHARMACEUTICALS 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 MR.JUSTICE VIPUL M. PANCHOLI
Date : 02/11/2015
ORAL ORDER
1. This application is filed by the abovenamed Applicant Transferor company by summons dated 30th October 2015, filed under Sec. 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956, in a proposed Composite Scheme of Arrangement in the nature of transfer of undertaking, amalgamation as well as restructure of Share Capital between Troikaa Pharmaceuticals Limited and Troikaa Exports Private Limited; as proposed between the Applicant Company and its Shareholders and Creditors. Smt. Swati Soparkar, advocate for the applicant company has made the submissions for (i) praying for dispensation of the meetings of the Equity Shareholders and Preference Shareholders of the Applicant Company; and (ii) seeking directions for convening separate meetings of the Secured and Unsecured Creditors of the Applicant Page 1 of 5 HC-NIC Page 1 of 5 Created On Tue Nov 03 02:51:38 IST 2015 O/COMA/334/2015 ORDER Company.
2. It has been submitted that the Applicant being a closely held limited company, has a very small number of Equity Shareholders and Preference Shareholders. All the Equity as well as Preference Shareholders of the Company have approved the scheme in form of the written consent letters. All these consent letters are annexed with the Application respectively as Exhibit-'D' and 'E'. The certificate confirming the status of the Shareholders as well as the receipt of consent letters from all of them is annexed as Exhibit-'F'. In view of the same, dispensation is sought from convening the meetings of the Equity Shareholders and Preference Shareholders of the Applicant Company and considering the facts and circumstances and the submissions, the same is hereby granted.
3. 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.
4. In the facts and circumstances of the present case, it is ordered that separate meetings of the Secured Creditors and Unsecured Creditors of the Applicant Company shall be convened and held at The Pride Hotel, Judges Bungalow Road, Bodakdev, Ahmedabad
- 380 054 in the state of Gujarat on Monday, the 21st December 2015 respectively at 4.00 p.m. and 5.00 p.m., Page 2 of 5 HC-NIC Page 2 of 5 Created On Tue Nov 03 02:51:38 IST 2015 O/COMA/334/2015 ORDER for the purpose of considering and if thought fit, approving with or without modifications, the proposed Composite scheme of Arrangement in the nature of transfer of undertaking, amalgamation as well as restructure of Share Capital between Troikaa Pharmaceuticals Limited and Troikaa Exports Private Limited, as proposed between the Applicant Company and its creditors.
5. 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.
6. 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 Page 3 of 5 HC-NIC Page 3 of 5 Created On Tue Nov 03 02:51:38 IST 2015 O/COMA/334/2015 ORDER Excise Chowky, S. M. Road, Ambavadi, Ahmedabad 380 015 once each in the Indian Express, English daily and Sandesh, Gujarati daily (both Ahmedabad edition).
7. Shri Achyutkumar Dadubhai Patel, the Director of the Applicant Company and failing him Shri Prakash Chandra Jayantilal Shah, the Director of the Applicant Company, shall be the Chairman of the aforesaid meetings to be held on 21st December 2015 and in respect of any adjournment or adjournments thereof.
8. 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.
9. 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.
10. That voting by proxy is permitted provided that the proxy in the prescribed form and duly signed by Page 4 of 5 HC-NIC Page 4 of 5 Created On Tue Nov 03 02:51:38 IST 2015 O/COMA/334/2015 ORDER 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.
11. 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.
12. 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.
13. The application is hereby disposed off.
(VIPUL M. PANCHOLI, J.) BD Songara Page 5 of 5 HC-NIC Page 5 of 5 Created On Tue Nov 03 02:51:38 IST 2015